Partnership Part 5

Question 1

Property _______ by a _______ is property of the partnership and not of the partners individually.

Answer 1

acquired
partnership

Question 2

Property acquired by a partnership is property of the _________ and not of the ________ _______.

Answer 2

partnership

partners individually

Question 3

Property is partnership property if: RUPA § 204.
1.
2.
3.

Answer 3

1. Acquired in the name of the partnership

Question 4

Property is partnership property if: RUPA § 204.
1.
2. ?
3.

Answer 4

2. Acquired by open or more partners with the indication in the transferring instrument that it is transferred to the partner as a partner (i.e., to Mott as partner) or

Question 5

Property is partnership property if: RUPA § 204.
1.
2.
3.

Answer 5

3. Purchased with partnership assets

Question 6

Property acquired in the name of an ________ ________ without the use of partnership assets is NOT partnership property, even if used for partnership purposes.

Answer 6

individual partner

Question 7

Property acquired in the name of an individual partner without the use of partnership assets is ______ partnership property, even if used for partnership purposes.

Answer 7

not

Question 8

To make sure the 5K was a loan for the refrigerator buy it with the partnership credit card or check that indicates that it is being ______ in the name of the partnership.

Answer 8

acquired

Question 9

Partners and Property RUPA § 501.
*A partner is not a _________ of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.

Answer 9

co-owner

Question 10

Partners and Property RUPA § 501.
*A partner is not a co-owner of _______ ________ and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.

Answer 10

partnership property

Question 11

Partners and Property RUPA § 501.
*A partner is not a co-owner of partnership property and has ___ _______ in partnership property which can be transferred, either voluntarily or involuntarily.

Answer 11

no interest

Question 12

Partners and Property RUPA § 501.
*A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either _______ or ________.

Answer 12

voluntarily or involuntarily

Question 13

How is partnership taxed?
*A partnership must file an _____ _____ _______ to report the income, deductions, gains, losses, etc. from its operations, but it does not pay income tax. Instead, it “passes through” any profits or losses to its partners. Each partner includes his or her share of the partnership’s income or loss on his or her tax return.

Answer 13

annual information return

Question 14

How is partnership taxed?
*A partnership must file an annual information return to_______ ___ _____, deductions, gains, losses, etc. from its operations, but it does not pay income tax. Instead, it “passes through” any profits or losses to its partners. Each partner includes his or her share of the partnership’s income or loss on his or her tax return.

Answer 14

report the income

Question 15

How is partnership taxed?
*A partnership must file an annual information return to report the income, _______, ______, _______, etc. from its operations, but it does not pay income tax. Instead, it “passes through” any profits or losses to its partners. Each partner includes his or her share of the partnership’s income or loss on his or her tax return.

Answer 15

deductions, gains, losses

Question 16

How is partnership taxed?
*A partnership must file an annual information return to report the income, deductions, gains, losses, etc. from its ________, but it does not pay income tax. Instead, it “passes through” any profits or losses to its partners. Each partner includes his or her share of the partnership’s income or loss on his or her tax return.

Answer 16

operations

Question 17

How is partnership taxed?
*A partnership must file an annual information return to report the income, deductions, gains, losses, etc. from its operations, but it does not pay ______ ____. Instead, it “passes through” any profits or losses to its partners. Each partner includes his or her share of the partnership’s income or loss on his or her tax return.

Answer 17

income tax

Question 18

How is partnership taxed?
*A partnership must file an annual information return to report the income, deductions, gains, losses, etc. from its operations, but it does not pay income tax. Instead, it “_____ ______” any profits or losses to its partners. Each partner includes his or her share of the partnership’s income or loss on his or her tax return.

Answer 18

passes through

Question 19

How is partnership taxed?
*A partnership must file an annual information return to report the income, deductions, gains, losses, etc. from its operations, but it does not pay income tax. Instead, it “passes through” any ______ or _______ to its partners. Each partner includes his or her share of the partnership’s income or loss on his or her tax return.

Answer 19

profits or losses

Question 20

How is partnership taxed?
*A partnership must file an annual information return to report the income, deductions, gains, losses, etc. from its operations, but it does not pay income tax. Instead, it “passes through” any profits or losses to its _______. Each partner includes his or her share of the partnership’s income or loss on his or her tax return.

Answer 20

partners

Question 21

How is partnership taxed?
*A partnership must file an annual information return to report the income, deductions, gains, losses, etc. from its operations, but it does not pay income tax. Instead, it “passes through” any profits or losses to its partners. Each partner includes his or her share of the partnership’s income or loss on his or her_____ _______.

Answer 21

tax return

Question 22

The partnership may be subject to ______ _____ or franchise and excise tax under state law!

Answer 22

employment tax

Question 23

The partnership may be subject to employment tax or ______ and ______ _____ under state law!

Answer 23

franchise and excise tax

Question 24

The partners may have additional _____ ________ by virtue of their partnership.

Answer 24

tax liabilities

Question 25

Make sure that you are working with an accountant, or you have enough knowledge to sufficiently advise client. !!

Answer 25

!!

Question 26

Partners are not entitled to a _______ until the end of the partnership.

Answer 26

distribution

Question 27

Partners are responsible for the _____ ___ _______ liability for partnership profits each year.

Answer 27

federal income tax

Question 28

________ are responsible for the federal income tax liability for partnership profits each year.

Answer 28

partners

Question 29

If they are responsible for federal income tax liability but they are not getting paid, they cannot get distribution to the end unless they take withdraws. Individual tax liability – practical problem no income from partnership if not entitled to distribution but have to pay individual income tax on some part of it.   !!

Answer 29

!!

Question 30

Assume Albus and Minerva are partners in a general partnership. While acting in the ordinary course of business, Albus negligently injured Luna. If Luna were to bring a lawsuit, who would she need to name as a party and what claims should she raise so as to have the greatest chance of recovery against the most people?

Answer 30

Luna v. Albus Luna v. Partnership Luna v. each Partner Individually

Question 31

Is a partner liable for their own torts/ obligations?

Answer 31

YES an actor is always liable to a third party for their own tortious conduct.

Question 32

A ____________ is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with the actual or apparent authority of the partnership.

Answer 32

partnership

Question 33

A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ______ ____ ____ ______ of the partnership or with the actual or apparent authority of the partnership.

Answer 33

ordinary course of business

Question 34

A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with the ______ or _____ _______ of the partnership.

Answer 34

actual or apparent

Question 35

The _________ is liable for the ______ acting in the ordinary course of business.

Answer 35

partnership partner

Question 36

All partners are liable _______ and _______ for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law.

Answer 36

jointly and severally

Question 37

The partners are _______ and _____ ______ for the obligations of the partnership.

Answer 37

jointly and severally liable

Question 38

But Note RUPA § 307(c) *A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets ________ there is also a judgment against the partner.

Answer 38

unless

Question 39

Also Note RUPA 307(d)(1) *A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless…. A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part. !!

Answer 39

!!

Question 40

_____ ______ RUPA § 504(a) *On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A chagrining order constitutes a lien on a judgment debtor’s transferable interest and requires the partnership to pay over to the person to which the chagrining order was issued any distribution that otherwise would be paid to the judgment debtor.

Answer 40

Charging Orders

Question 41

Charging Orders RUPA § 504(a) *On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A chagrining order constitutes a lien on a judgment debtor’s transferable interest and requires the partnership to pay over to the person to which the chagrining order was issued any distribution that otherwise would be paid to the judgment debtor. !!

Answer 41

!!

Question 42

A partner cannot escape liability by leaving the partnership after a harm is committed but before the harm is reduced to judgment!! !!

Answer 42

!!

Question 43

Note: RUPA § 105(c)(17) *The partnership agreement may not: Restrict the rights under this act of a person other than a ______.

Answer 43

partner

Question 44

General partnership is different from other entities that we have looked at: LLP and LP. Those form in a different way than general partnerships form. They don’t form by accident you have to take an affirmative action to form those two. !!

Answer 44

!!

Question 45

Do partners get paid with paychecks?

Answer 45

No. not usually.

Question 46

Partnership can have employees and be on payroll, but the ______ are not paid via pay role. No W-2 or 1099 issued to partners in a partnership.

Answer 46

partners

Question 47

__________ are not taxed like individuals or corporations. They are taxed differently. Partnerships do not pay income taxes. Tax benefits can be attractive. Difference between the forms of business that contract with corporations with other kinds of businesses.

Answer 47

Partnerships