Partnerships Flashcards
- The formation of a sole proprietorship
a. Requires registration with the federal government’s Small Business Administration.
b. Requires a formal “doing business as” filing under state law if the proprietor plans to do business under a fictitious name.
c. Requires formal registration in each state the proprietor plans to do business in.
d. Is not as easy and inexpensive to form as an S corporation.
b. Requires a formal “doing business as” filing under state law if the proprietor plans to do business under a fictitious name.
가짜 이름도 가능
굳이 등록 필요 없음
- Which of the following is not a characteristic of both a sole proprietorship and a general partnership?
a. Equity capital may not be raised by selling shares of the business.
b. The business’s profits and losses are passed through to the owner(s).
c. The death of an owner causes the termination of the business.
d. A “doing business as” filing is usually required if the owner(s) will conduct business under a fictitious name.
c. The death of an owner causes the termination of the business.
공통답 아님
general은 아님
- When parties intend to create a partnership that will be recognized under the Revised Uniform Partnership Act, they must agree to
Conduct a Business for Profit Share Gross Receipts from a Business
a. Yes Yes
b. Yes No
c. No Yes
d. No No
합의에 따르지 않은 것
RUPA법
이익을 위해 사업
비지니스에서 총수입 나눈다
Co-owner
for profit sharing
총 수익이 아니라
profit을 나누는 것이다
b. Yes No
- Cobb, Inc., a partner in TLC Partnership, assigns its partnership interest to Bean, who is not made a partner. After the assignment, Bean may assert the rights to
I. Participation in the management of TLC
II. Cobb’s share of TLC’s partnership profits
a. I only.
b. II only.
c. I and II.
d. Neither I nor II.
assigns its partnership interest to Bean
b. II only.
assignment 양도
interest
assignor(Cobb)-assignee(Bean)
Partnership과의 관계
경영에 참가 불가
(자동적)
Partner, Management 바로 안 됨
- In a general partnership, which of the following acts must be approved by all the partners?
a. Dissolution of the partnership.
b. Admission of a partner.
c. Authorization of a partnership capital expenditure.
d. Conveyance of real property owned by the partnership.
b. Admission of a partner.
- Which of the following statement(s) is (are) usually true regarding general partners’ liability?
I. All general partners are jointly and severally liable for partnership torts.
II. All general partners are liable only for those partnership obligations they actually authorized.
a. I only.
b. II only.
c. Both I and II.
d. Neither I nor II.
a. I only.
연대 배상책임 Torts에 대해서
contribution 존재
자기가 맡은 부분 아니라도
사업내 불법 행위에 대해서는
책임
- A general partnership must
a. Pay federal income tax.
b. Have two or more partners.
c. Have written articles of partnership.
d. Provide for apportionment of liability for partnership debts.
b. Have two or more partners.
oral도 가능하다
- What type of business organization may generally be formed without filing an organizational document or certificate with a state government agency or office?
a. A corporation.
b. A limited liability company.
c. A general partnership.
d. A limited partnership.
c. A general partnership.
무한 책임지는 경우
Sole, General
Filing 필요 없음
알아서 끝까지 책임지는 경우
- Under the Revised Uniform Partnership Act (RUPA), which of the following statements concerning the powers and duties of partners in a general partnership is(are) true?
I. Each partner is an agent of every other partner and acts as both a principal and an agent in any business transaction within the scope of the partnership agreement.
II. Each partner is subject to joint and several liability on partnership debts and contracts.
a. I only.
b. II only.
c. Both I and II.
d. Neither I nor II.
c. Both I and II.
각각의 파트너 다른 파트너의agent
파트너가 partnership의 agent
- Which of the following statements best describes the effect of the assignment of an interest in a general partnership?
a. The assignee becomes a partner.
b. The assignee is responsible for a proportionate share of past and future partnership debts.
c. The assignment automatically dissolves the partnership.
d. The assignment transfers the assignor’s interest in partnership profits and losses and the right to distributions
d. The assignment transfers the assignor’s interest in partnership profits and losses and the right to distributions
이익과 손실을 넘겨주는 것
b. (과거의 빚에 대한 책임 없음)
c. The assignment automatically dissolves the partnership. 아니다
- Park and Graham entered into a written partnership agreement to operate a retail store. Their agreement was silent as to the duration of the partnership or its purposes. Which of the following statements is true?
a. Park may dissociate from the partnership at any time.
b. Unless Graham consents to a dissolution, Park must apply to a court and obtain a decree ordering the dissolution.
c. Park may dissolve the partnership by any reasonable means.
d. Park may dissolve the partnership only after notice of the proposed dissolution is given to all partnership creditors.
a. Park may dissociate from the partnership at any time.
언제든 나올 수 있음
b. 나가기 위해서 동의 필요 없음
c. 그냥 나가면 됨
d. 채권자에게 notice x
- A parent and children currently own and operate a farm as equal partners. Under the Revised Uniform Partnership Act, what effect would the death of the parent have on the partnership?
a. The estate of the deceased partner automatically becomes a partner.
b. The surviving partners could continue the partnership.
c. The partnership would be dissolved and wound up.
d. A partnership agreement could not have governed the continuation of the partnership
b. The surviving partners could continue the partnership.
계속 운영 가능
Termination
a. 새로운 파트너는 나머지의 합의가 필요 자동적으로 안 된다
꼭 해산 청산되는 것은 아님
agreement가 중요
없을때 Rupa법 사용
- A joint venture is
a. An association limited to no more than two persons in business for profit.
b. An enterprise of numerous co-owners in a nonprofit undertaking.
c. A corporate enterprise for a single undertaking of limited duration.
d. An association of persons engaged as co-owners in a single undertaking for profit.
c. A corporate enterprise for a single undertaking of limited duration.
- Marshall formed a limited partnership for the purpose of engaging in the export-import business. Marshall obtained additional working capital from Franklin and Lee by selling them each a limited partnership interest. Under these circumstances, the limited partnership
a. Will usually be treated as a taxable entity for federal income tax purposes.
b. Will lose its status as a limited partnership if it has more than one general partner.
c. Can limit the liability of all partners.
d. Can exist as such only if it is formed under the authority of a state statute.
d. Can exist as such only if it is formed under the authority of a state statute
주법에서 권한 주어진 경우 만들어 질 수 있다.
Limited partnership
(general, limited Partners)
경영, unlimited 경영 x limited
c. Can limit the liability of all partners.
- >무한 책임
