PARTNERSHIPS Flashcards
(CO-)OWN A BUSINESS
to have the POWER and RIGHT to set out the main oranziational rules, to appoint a manager and to dispose of the intrest in the business
SOLE PROPRIETORSHIP
- sole owner
- simplest form of a business
- no formal requirements to be formed
- full liability on ones assets
PARTNERSHIP
- 2+ people
- usually no legal personality
- profit sharing, contributions and control of the activitys business
MAIN FEATURES OF A PARTNERSHIP
- each partner is personally liable for obligations
- each partner participates in the management as a default rule
- each partner can bind the partnership to a third party
- shares not freely transferrable; for cause
ADVANTAGES OF SOLE PROPRIETORSHIP
- easy to form
- complete control
- 100% of profit
- one time taxation
DISADVANTAGES OF SOLE PROPRIETORSHIP
limited capital, unlimited liability, limited lifetime of owner
ADVANTAGES OF PARTNERSHIP
- easy to form
- more capital and credit vs. sole p.
- workload shared
- capital shared
DISADVANTAGES OF PARTNERSHIP
- profits shared
- decisions made jointly
- unlimited liability depending on partnership
- limited lifetime
- difficult to add partners
GENERAL PARTNERSHIP IN FRANCE
SUE: only after having taken action against partnership, creditors can sue partners
CONTRIBUTIONS: cash, in kind, promises
WRITTEN AGREEMENT: yes, register of commerce and companies
LEGAL PERSONALITY: yes
TRANSFERABILITY: only with consent of every partner
MANAGEMENT: all partners have the right to participate, info of non- managing partners, dismissal by unanimous vote, by court
RETIREMENT and EXPULSION: for cause
DISSOLUTION:unanimous, bu court
GENERAL PARTNERSHIP IN GERMANY
SUE: creditors bring action against partnership and partners together
WRITTEN AGREEMENT: no, but register with commercial register
LEGAL PERSONALITY: no, but can acquire
TRANSFERABILITY: unanimous consent
LIABILITY: when one leaves liabe for 5 years
MANAGEMENT: each p + bind, information on non mng
RETIREMENT and EXPULSION: for cause
DISSOLUTION: by court
GENERAL PARTNERSHIP IN ITALY
SUE: only after having taken action against partnership, creditors can sue partners
WRITTEN AGREEMENT: registration and notice of contructive notice
LEGAL PERSONALITY: no but, own assets, rights, obbligations
TRANSFERABILITY:
LIABILITY: partners have unlimited liability (joint and several)
MANAGEMENT: each partner can manage, manager can be only from partnership, info of non managing
EXPULSION: automatic
GENERAL PARTNERSHIP IN US
SUE: only after having taken action against partnership, creditors can sue partners
LIABILITY: joint and several liablity
TRANSFERABILITY: unanimous consent
DUTIE OF LOYALTY
P.SHIP LAW revised uniform partnership act
MANAGEMENT: each partner, decision inside business majority, decision outside business unanimous
EXPULSION: UNANIMOUS
DISSOLUTION: by court, retirement, decision
LIMITED PARTNERSHIP
limited partnerships must have one general partner,can have no power to act in management unless said so, limited liability, no power to act as agent, if you do more than what you should–> no limited liability, transfers of interests less restricted
right of info and control of management
LP IN FRANCE
at least one gp and one lp
REPRESENTATION,no transactions with third parties–> otherwise liable for obligations arising from transition
MANAGEMENT PARTECIPATION: yes (G&I no)
TRANFERABILITY: lp between ps free , lp with third parties all gp consent and majority lp
LP IN GERMANY
MANAGEMENT PARTECIPATION: no unless provided otherwise, can object matters out of business object
REPRESENTATION no
RIGHT OF INFO but not to approve accontus
TRANSFERABILITY: not free but can be provided
