UBE Partnerships Flashcards
How to start partnership essay
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
Types of partnerships
General partnership
Limited partnership
Limited liability partnership
General partnership definition
GP liability
GP creation
Limited partnership definition
at least 1 general partner and at least 1 limited partner
LP liability
GP: personally liable for partnership obligations
LP: generally no liability beyond the liability of making agreed upon contributions
LP creation
filing certificate of formation w/ the state
at least 1 GP must be listed on certificate
Limited liability partnerships (LLP)
no partner is personally liable for partnership obligations
ARE liable for own personal torts
LLP creation
filing state of qualification w/ the state
are partners agents and comanagers of the partnership
yes
Partners rights to comanage ordinary affairs
equal rights even if profits are not shared equally
what vote is required if disagreement over management of ordinary affairs
majority vote
vote requires for extraordinary matters (admitting new partner, selling land, etc.)
unanimous
fiduciary duties of partners owed to whom
each other and the partnership
- duty of loyalty: not usurp for personal gain, engage in self dealing, compete with partnership)
- duty of care
- duty to account: for any profits
requirements to end a partnership
- dissociation
- winding up
- termination
- dissociation
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
- winding up
partnership assets are liquidated and creditors are paid
partners still liable for any liabilities incurred during this time
- termination
once winding up is complete, the true end of a partnership
what happens if creditor has a claim against a partner
creditor can obtain interest in partnership but no management or voting rights
what happens when creditor has claim against partnership
can try to collect from individual partners
what happens if partner enters into a k without actual authority
if apparent authority, partners (jointly and severally) and partnership are liable
how creditor can go after partner personally
obtain a judgment to go after personal assets
order in which creditors should attempt to collect from partnership
start with the partnership and then go to individual partners
