R8 Concepts Flashcards
Ultra Vires
Beyond powers—An action that goes beyond the power or the authority of the corporation. Such actions violate the fiduciary duty of obedience.
When does a general partnership agreement need to be in writing?
If they want to be able to enforce it longer than 1 year (Y in MYLEGS) Ex: “Made in advance”
-Even if the partnership agreement is for land, it doesn’t have to be written.
What is the Revised Uniform Partnership act
Look to this when the partnership agreement doesn’t specifically state the relevant provisions.
Partnership agreement supersedes the RUPA.
What is a dissociation in a general partnership?
Change in partners–business may continue. Doesn’t necessarily mean a dissolution and winding up of the business.
What is a novation?
When the parties to a contract agree to replace one party to the contract with a new party. The parties agree to release or discharge the old party and look only to the new party for performance.
-It releases the prior liabilities of the dissociated partner in a general partnership.
What is a hold harmless agreement?
It is a release by the partners of a dissociated partner, it doesn’t relieve the dissociating partner from prior liabilities in a general partnership.
In a general partnership, what is meant by a partner’s interest
It’s the owners equity in the partnership, not the PP&E (partnership property)
What are the rules for determining the profit/loss allocations in a general partnership and in an LLP?
Unless otherwise specified, the profits are shared equally by the number of partners and it doesn’t matter how much each contributed. Unless otherwise agreed upon, the losses are shared in the same way that the profits are shared.
For debts incurred after dissociation in a general partnership, how long can you be liable for debts if the other party reasonably believed you were still a partner?
2 years. The dissociated partner needs to file a notice of dissociation with the state. Third parties are considered to have notice of dissociation 90 days after the filing
What is meant by a judicial decree
A court order
What is foreign limited partnership
One doing business in a given state but was formed in another state. Foreign limited partnership must register with secretary of state before doing business in state.
What is the difference between the Revised Uniform Limited Partnership Act and the Uniform Limited Partnership act?
Revised Uniform Limited Partnership Act: LP will personally be liable to anyone who thinks they are acting as a GP. The names of the limited partners names cannot identified with the business or the LPs might be thought of as a GP and will again be liable as a GP.
-If not acting as a general partner, then their debts are limited to the capital contributions
Uniform Limited Partnership act: LP will not be personally liable acting as management of an LP. Even if their names are disclosed, they will still have their Limited liability status and won’t be liable as a GP.
What is a joint venture most similar to?
A general partnership.
It is an association of persons engaged as co-owners in a single (special transaction) undertaking for profit. A joint venture is treated as a partnership for most important legal respects.
Is a partnership a separate legal entity?
Yes
What does a de jure corporation insinuate
that the corporation was properly incorporated
What is the Ultra Vires Act in regards to a corporation?
Under the RMBCA, there is an optional purpose clause that the corporation may include in its articles stating the purpose of why it was formed.
“Ultra vires” - beyond powers. They commit this act when they undertake a business that is outside of the narrow purpose clause.
What is a debenture? it is secured or unsecured?
Unsecured bond. Not an owner, but a lender of a corporation
What is the Corporate Opportunity Doctrine?
Under the corporate opportunity doctrine, if a director is presented with a business opportunity that is of interest to his corporation (ex: he is told that land the corporation is interested in buying has just been put on the market), generally the duty of loyalty prohibits the director from taking the opportunity for himself. He must present the opportunity to the corporation and can take the opportunity for himself only if the corporation decides not to take it.
How much can an employer deduct for FUTA benefits?
Unemployment benefits 5.4% of first $7,000 of employee income. Note: The employee can only get a total benefit of 6.0% of first $7,000, even if this was more than the employer contributed to their account.
Which companies have to follow the Age discrimination act?
20 or more employees
-Employers can use the “bona fide occupational qualification or seniority system (public safety)” as a defense.
which companies have to follow FICA?
Mostly all employees/employers–both contribute. Part time employees are included as well. SE if net profit > $400/year. Exempt are certain gov’t workers and ministers.
Which companies have to follow FUTA?
As long as there is at least one employee who worked for more than 20 weekS OR payroll expense is greater than $1,500/quarter
Which companies have to pay workers comp.
Mostly all, except for independent contractors or temporary workers.
Which companies have to pay for ADA?
Americans with disabilities Act
15 or more employees
-Keeps from discriminating against them because of physical or mental disability. Also gives them access to buildings open to the public, mass transportation etc (even if privately owned)
