UBE Partnerships

Question 1

How to start partnership essay

Answer 1

Definition of partnership: an agreement between 2+ people to carry on as co-owners of a business for profit, regardless of intent to form a partnership

Question 2

Types of partnerships

Answer 2

General partnership
Limited partnership
Limited liability partnership

Question 3

General partnership definition

Question 4

GP liability

Question 5

GP creation

Question 6

Limited partnership definition

Answer 6

at least 1 general partner and at least 1 limited partner

Question 7

LP liability

Answer 7

GP: personally liable for partnership obligations
LP: generally no liability beyond the liability of making agreed upon contributions

Question 8

LP creation

Answer 8

filing certificate of formation w/ the state

at least 1 GP must be listed on certificate

Question 9

Limited liability partnerships (LLP)

Answer 9

no partner is personally liable for partnership obligations

ARE liable for own personal torts

Question 10

LLP creation

Answer 10

filing state of qualification w/ the state

Question 11

are partners agents and comanagers of the partnership

Answer 11

yes

Question 12

Partners rights to comanage ordinary affairs

Answer 12

equal rights even if profits are not shared equally

Question 13

what vote is required if disagreement over management of ordinary affairs

Answer 13

majority vote

Question 14

vote requires for extraordinary matters (admitting new partner, selling land, etc.)

Answer 14

unanimous

Question 15

fiduciary duties of partners owed to whom

Answer 15

each other and the partnership

1. duty of loyalty: not usurp for personal gain, engage in self dealing, compete with partnership)
2. duty of care
3. duty to account: for any profits

Question 16

requirements to end a partnership

Answer 16

1. dissociation
2. winding up
3. termination

Question 17

1. dissociation

Answer 17

changes relationship of the partners to each other
creditors entitled to personal notice; others who knew are entitled to newspaper notice
a partner can withdrawal from partnership by giving notice at any time; triggers dissolution in at will partnership

Question 18

2. winding up

Answer 18

partnership assets are liquidated and creditors are paid

partners still liable for any liabilities incurred during this time

Question 19

3. termination

Answer 19

once winding up is complete, the true end of a partnership

Question 20

what happens if creditor has a claim against a partner

Answer 20

creditor can obtain interest in partnership but no management or voting rights

Question 21

what happens when creditor has claim against partnership

Answer 21

can try to collect from individual partners

Question 22

what happens if partner enters into a k without actual authority

Answer 22

if apparent authority, partners (jointly and severally) and partnership are liable

Question 23

how creditor can go after partner personally

Answer 23

obtain a judgment to go after personal assets

Question 24

order in which creditors should attempt to collect from partnership

Answer 24

start with the partnership and then go to individual partners