Term
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Definition
- not a separate entity from owner
- does not share power or decision making
- if operating under a different name, must file fictitious name statement
- Federal/state does not require filings to begin
- owner does not need to share profits
- profits taxed on the personal tax return of owner (taxed only once)
- sole proprieter sufferers all loss
- capital limited by funds of owner
- unlimited personal liabilities |
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Term
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Definition
- two or more persons CARRY ON a business
- co-ownership of the business (not just assets)
- PROFIT SHARING (receipt of profits is prima facie evidence of a partnership)
- JOINT CONTROL (right to manage)
- FIDUCIARY RELATIONSHIP (each partner is an agent for the business and each other)
- based on contract but can be informal |
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Term
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Definition
- special statutory relationship between general and limited partner(s)
- limited partners liable to the extent of capital contributed
- limited partners do not take part in managment |
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Term
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Definition
- share in management
- unlimited liability |
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Term
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Definition
- General partner
- does not help manage
- unlimited liability |
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Term
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Definition
- by agreement EXPRESSED or IMPLIED
- agreement to share profits is prima facie evidence
- informal (can be written or oral depending on Statue of Frauds)
- filing not required
- fictitious or assumed names must be filed (failure does not end partnership) |
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Term
| Statute of Frauds (Partnership) |
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Definition
- agreement that a partnership will last for a specific period of time
- must be written |
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Term
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Definition
| - partnership agreement (oral/written) would be controlling |
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Term
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Definition
- partner's right to share in profits and return of contribution on dissolution
- considered personal property (real estate too)
- not include specific partnership property, but right to use it for partnership purposes
- freely assignable without consent |
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Term
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Definition
- partnership interest assigned by partner
- not substituted as partner without consent all others
- does not receive right to manage partnership (or any benefits besides receipt of profits/capital contribution)
- remains liable as partner
- does not cause dissolution unless assignor withdraws |
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Term
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Definition
- property acquired with partnership funds (unless different intent shown)
- property not acquired in partnership name if partner acquires in capacity as a partner OR property acquired with partnership funds
- not assignable or subject to individual attachment
- can be assigned by agreement of all OR by any partner for purpose of business |
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Term
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Definition
- estate entitled to share of profits and capital
- no right to specific partnership property
- partners have duty to account for heirs
- heirs not automatically partners |
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