Partnetships Flashcards
Each partner has _____ rights in the management and conduct of the partnership.
equal
Generally, a creditor must __________________________________before seeking a judgment against an individual partner.
exhaust its remedies from the partnership
Absent an agreement, how many partners must approve a conversion?
All
Once a partnership has dissolved but before winding up is complete, the partnership may continue carrying on its business if all partners, excluding _________ _________ __________, agree to waive the right to terminate the partnership.
wrongfully dissociated partners,
What factors trigger the dissolution of a partnership?
The expiration of the term or completion of the undertaking
The unanimous consent of the partners
The death of a partner, followed by consent to dissociate by only half of the partners
A joint venture is a partnership for a(n) __________ purpose.
specific, limited
How are profits and losses allocated in a limited partnership?
In accordance with the value of their contributions
Limited Partnerships vs. General Partnerships
Limited partners in a limited liability partnership are not liable for the obligations of the partnership, while partners in a general partnership are.
A limited liability partnership must file a statement with the Department of State, while a general partnership has no such requirement.
A general partnership’s name need not identify it as a general partnership, while a limited liability partnership’s name must identify it as a limited liability partnership.
For a purported partner to be liable for the debts of a partnership, he must make or consent to __________, upon which a third party reasonably and detrimentally relies.
representation
A limited partner may bring a derivative action on behalf of the partnership as long as he
either makes efforts to cause a general partner to bring the derivative action first, or he can show that he believes asking a general partner would be futile.
While it is true that a partner in a limited liability partnership is not generally personally liable for obligations of the LLP, a partner may be ________ _________ for her own misconduct.
personally liable
A partner’s act that was not authorized by the partnership _____ ______ bind the partnership under the principle of apparent authority.
may still
Even if a partnership does not exist, a person who is held out as a partner in a public manner may be able to bind another in contract if
(i) a representation was made by a purported partner or with his consent that he is a partner in a purported partnership;
(ii) a third party relied on the representation; and
(iii) that third party suffered damages as a result of the reliance. The purported partner becomes an agent of the purported partnership and may bind the purported partnership.
When does conversion from a limited partnership to a partnership becomes effective?
upon the cancellation of the certificate of limited partnership.
Distribution of assets upon dissolution of partnerships
Upon dissolution of the partnership, partnership assets are first used to discharge obligations to creditors, including partners who are creditors. After that, partners are entitled to recover their capital contributions. Anything that is left over is split equally between the partners.
