Partnership Flashcards
Partnership
Formation
1) No general partnership formalities
2) Association, two or more persona carrying on co-owners business for profit.
Partnership
Liability of Third Party
1) General Partners are liable for all partnership debts
2) Estoppel
* Representers are liable as if given parties
Partnership
Relationship Between Parties
1) Fiduciary
* accounting for profits
2) Only the hare of profits is liquid property
3) without an agreement
a) equal control
b) no salary
c) Equal profit and losses like profit
Partnership
Dissolution
1) Priority
A) all outside and Partners Creditors
B) All capital Contribution
C) Profits if any shares equally without agreement
2) Distribution Rule
* Each partner must repay their loan and their capital, (+) their shares of profits, but also (-) share of loss.
Liabilities of General Partners to 3rd Party
Agency Principal Apply
Partners are agents of the partnership for operating during usual partnership business.
- The general partnership is liable for each partners tort in the scope of the partnership business are for each partnership authorized contract.
Partnership Liability
New Business
The partnership and therefor it’s individuals general partners retain liability on brand new transactions during windup until:
- It’s partnership retain, until notice of dissolution is given creditors or until 90 days after filing a state of dissolution with the state.
Partnership Liability
Old Business
The partnership and there fore its individuals general liability retain liability on:
- The partnership and general partners retain liability on old business by satisfying existing credit.