Partnerships Flashcards
To what extent is a minor liable for partnership debts?
Only to the extent of his capital contributions
What encompasses partnership property?
Capital (put in) and retained earnings
What type of partner is personally liable to judgment creditors?
General partners
What does a statement of dissolution do?
Limits dissociated partners from partnership obligations arising after dissociation
Is new partner liable for debts partnership incurred before the new partner became a partner?
Yes, but only to the extent of partnership property
How much notice does a limited partner need to give (and to who) to dissociate?
Effective upon notice to the limited partnership of that limited partner’s express will to withdraw
If suing a partnership, who would be a proper defendant?
The partnership or the partners individually
When is a promise to contribute enforceable?
When it is in writing and signed
What portion of profits/losses do limited partners share?
The amount/proportion of their contribution
Who may be served process for a partnership?
Process may be served on any partner or designated employee and, after 1 unsuccessful attempt to serve by these means, may be served on a person in charge of the partnership during normal business hours
If partnership agreement says that partners get capital back before creditors, who gets money back first?
Creditors
Confession of liability requires?
Unanimous consent of the partners
When will knowledge of a non-participating partner be imputed to the rest of the partnership?
When reasonably could have communicated it to the other partners
Profits and losses of a limited partnership are split how?
Based on contribution
What is one advantage of creating a limited liability partnership over a general partnership?
Partners are not personally liable for obligations of the partnership
How long after dissociation can a partner be liable for the debts of the partnerhip?
1 year if other party reasonably believed that the dissociated partner was still a partner and did not have notice of the dissociation
How long after dissociation is the world on notice that partner is no longer there?
90 days if filed with the department of state
Effect of a judgment on partners’ liability?
If not named in the judgment, doesn’t count
How can a new general partner be admitted?
As provided in the partnership agreement or, if not in the partnership agreement, with the written consent of all the partners
What is the equivalent of a partner’s death?
That partner dissociating
How are profits split in a limited partnership?
Pro rata share of each partner’s contribution
