partnerships

Question 1

partnership

Answer 1

• 2+ ppl
• agreement
• co-own an ongoing business for profit

Question 2

partnership distinct legal entity from those who comprise it?

Answer 2

yes

Question 3

duration of partnership

Answer 3

either
- at wil, or
- for definite term or undertaking

Question 4

what are the types of partners

Answer 4

1. general
2. limited

Question 5

general partners

Answer 5

• agents of partnership
• co-manage business
• share in profits and losses
• personal liability for partnership debts & obligations

Question 6

limited partners

Answer 6

• not agents of partnership (“passive investors”)
• do not participate in mgmt of partnership
• not generally personally liable for partnership debts & obligations

Question 7

types of partnerships

Answer 7

1. general partnership
2. limited partnership
3. limited liability partnership

Question 8

general partnership

Answer 8

• 2+ general partners
• not registered with ss

Question 9

limited partnership

Answer 9

• 1+ general partner
• 1+ limited partner
• registered with ss

Question 10

limited liability partnership

Answer 10

• general partnership
• registered with ss
• protects general partners from personal liability

Question 11

general partnership formation

Answer 11

• does not require subjective intent
• objective agreement b/w 2+ persons
• to co-own on-going business for profit
• express (oral or written) or implied (conduct)
• no formal or statutory requirements

Question 12

general partnership proof of association rule

Answer 12

• sharing of profits is prima facie evidence that a partnership exists
• profit-receiving person is presumed a partner
• sharing of profits != being paid for a loan, collecting rent, or earning a salary

Question 13

limited partnership formation

Answer 13

• formed by complying with statutory requirements:
  1. execute certificate of lp signed by all named gps +
  2. file certificate of LP w/ ss office
  3. name of lp must say “limited partnership” or abbreviation

Question 14

limited liability partnership formation

Answer 14

• gps can become, lps cannot
• may convert by vote of partners holding majority interest in partnership
• formed by filing certificate of reg signed by at least one partner w/ ss office
• usually need to pay a filing fee
• name must say “limited liability partnership” or abbreviation