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FBE > Partnerships > Flashcards

Partnerships Flashcards

1
Q

General partnership -At least how many people?

A

2 or more; no agreement necessary

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2
Q

Key Test - _______ Sharing

A

Profit

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3
Q

Duty to Deny

A

When held out as partner without consent, no duty to deny representation.

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4
Q

Partnership Liability

A

Unlike Corps with shareholders, partners have no protection from personal liability for partnerships obligations.

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5
Q

Partnership Agreement _______

A

Governs

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6
Q

Partner Duties

A

Loyalty - refrain from competing, advancing adverse interest, usurping partnership opportunity UNLESS partner accounts to partnership for such benefit. | Duty of Care

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7
Q

Partnership profits/losses

A

Agreement controls. Absence of, equal share. When only profits are mentioned in agreement, profit and losses are are direct proportion (70/70)

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8
Q

Partners cannot ______ distros

A

Demand. Can’t be forced to accept either.

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9
Q

Partnership NO interest in

A

Partnership property, - Assuming have to sell and then get assets. | All property acquired by partnership belongs ONLY to partnership, not partners.

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10
Q

Transfer of Partnership

A

Does not trigger disso, does not trigger dissoc, gives transferred to party rights to distros only. (Can’t do management or voting). [Partnership Agreement can brick transfer].

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11
Q

To bring in a new partner:

A

Consent of ALL existing partners.

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12
Q

Decisions made by Partnership

A

Ordinary business - Majority; Special - ALL.

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13
Q

Partner services to partnership

A

No renumeration for this: Exception for business wind up.

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14
Q

Partnership Loan Reimbursement

A

Partner can make loan to partnership. Partnership pays it back including interest.

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15
Q

Partner Liability Indemnification

A

Partner can incur liability for partnership business. Partnership is required to indemnify.

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16
Q

Personal Use of Partnership Property

A

Personal benefit usage means has to compensate partnership

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17
Q

Partnership records

A

Absolute right to inspection for current and past partners (limited to when they were a partner)

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18
Q

Dissociation Triggers

A

Expulsion, random events, bankruptcy, termination of entity partner (LLC/Trust)

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19
Q

Dissociation results

A

Partners must buy out interest.

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20
Q

Statement of Dissoc

A

Kicks in after 90 days.

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21
Q

Partnership Liability Dissoc

A

Partners liable for items that occurred PRIOR to Dissoc

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22
Q

Third Party Relationship - Contractual Binding

A

Apparent authority exists unless third party knows or given notification. Real property equal automatic knowledge if SoA is filed.

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23
Q

Partnership Liability for:

A

Tortious Acts (Fraud, etc).

24
Q

Judgment against Partnership Assets

A

Judgment against partnership is not against partner unless against specific partner. Partnership assets get tapped first before partner. (bankruptcy, consent, or independently liable are exceptions)

25
Q

Events Causing Dissolution

A

(i) At will; (ii) term; (iii) all partners agree to term; (iv) Partner gets dissoc’d due to death, bankruptcy, etc, and within 90 days at least half of remaining partners agree to dissolve.

26
Q

Winding Up

A

Any person not wrongfully dissoc’d, judicial supervision - Can dispose/transfer property and discharge liabilities.

27
Q

Creditor order partnerships

A

Creditors first (even internal ones) External first, internal second. Partnership can be necro’d if all agree to waive termination

28
Q

LLP REq’s

A

Need to file Cert of Limited Partnership with the State

29
Q

Effective LLP Date

A

Active on filing of cert

30
Q

Failure to File LLP

A

Parties still assume liability as if they are GP’s. Same also if mislisted as GP.

31
Q

How to become LP in LLP

A

Consent of All, merger, partnership agreement, conversion.

32
Q

LLP Approval of ALL limited partners when

A

Amending cert, admitting any new partners, expulsion of partner, disposing of property, compromising partner’s obligations on cont/improper distro

33
Q

LLP Distros

A

Profits/Losses based upon contri.

34
Q

Suing partnership

A

Partnership entitled to receive. Also, partner can get back expenses, att. fees.

35
Q

Court Order Disso of LP requires

A

Partner demo not reasonably practicable.

36
Q

LP Merger or Conversion approval requires

A

All GP and LP WHO own majority of rights to receive distros.

37
Q

Buyout Rights

A

Gets buyout payable if wind up + interest, when term would expire. Can only get early if not undue hardship on business.

38
Q

LLP name must end with

A

LLP or RLLP

39
Q

Statement of Disso cannot be filed when

A

No registration made.

40
Q

LP Certs don’t need

A

LP names/addresses.

41
Q

How to limit own authority in Partnership

A

Statement of Denial

42
Q

Foreign LP are and require?

A

Anything outside of state (not just international), require Cert of Authority to do busines.

43
Q

Merger and liability

A

Merger does not destroy personal lia for obligations.

44
Q

LP Apparent Authority Timing

A

Lasts for 2 years without SoD. GP is one year.

45
Q

Partnership CAN but not required to file

A

Registration Statement

46
Q

Minors lack

A

Capacity as partner

47
Q

Math for Debts

A

Paying more than share entitled to contribution from others to equalize share. Rest is split evenly.

48
Q

Transferee of Interest can get

A

Accounting, but only on Dissolution.

49
Q

Creditor claim order when partnership assets are toast

A

Individual and Partnership creditors have equal claim here.

50
Q

Have to serve all partners if

A

want to go after individual partner assets

51
Q

LLP Distros

A

SAME AS GP. Unlike LP unless otherwise stated.

52
Q

Limit Authority to transfer Real Prop

A

Stat of Auth with DoS AND with county recording office where prop is located. GP has to file Reg Statement beforehand to do this though (GP doesn’t require RS normally)

53
Q

Foreign LP Application req

A

Name and business address of gen partners, signature of all gen partners, name of partnership.

54
Q

LP written agreement req’s

A

Cash amount/value of services for each partner, disso events, contribution times, transferable interest info for party who is gp and lp.

55
Q

GP when partner can be charged with fraud

A

Only if they participated (knowledge of isn’t enough…okay)

56
Q

LP appraisal rights not available when

A

pub traded, 500 partners, and 10m market value.

57
Q

Merger plan of GP req’s

A

unan vote/consent must be evidenced in writing or record.

FBE (13 decks)

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