Shared Flashcard Set

Details

CA Bar - Partnership
Ca Bar Partnership
19
Law
Professional
06/18/2012

Additional Law Flashcards

 


 

Cards

Term
Definition of partnership
Definition
association of 2 or more persons who are carrying on as co-owners of a business for profit.
Term
Formality requiprements for partnership
Definition
none. No writing or filing required. conduct enough
Term
What will infer the existance of GP?
Definition
contribution of money/services in exchange of share of profits
Term
Liability of incoming partners
Definition
not liable for prior/pre-existing debts, but money paid into partnership may be used
Term
Withdrawing partners (dissassociation) liability
Definition
Liability continues until notice of disassociation given to creditors or 90 days from filing with state
Term
Liability by estoppel
Definition
if a person holds out GP exists, person will be liable as if it existed
Term
Limited partnerships: liability structure
Definition
General partner and Limited partner
LP no liability, no control
Term
Limited PArtnership formality
Definition
certificate with all general partners named
Term
Registered Limited Liability Partnership - what is it and liability structure
Definition
for accountants, lawyers, architechts
No liability for business form, just for malpractice on their own
Term
Partner's duty of loyalty
Definition
engaging in self dealing, usurp partnership opportunity, secret undisclosed profits at P's expense
Term
Partners' right to partnership property
Definition
Partnership assets: can't transfer w/o partnership approval
Profits and Surplus: owned personally by P. can do whatever
Management: owned by partnership itself. can't transfer
Term
Partnership asset vs personal asset test:
Definition
whose money was used to buy the property? (RUPA)
Term
Default partnership control
Definition
equal control. 1 partner 1 vote. unless agreed otherwise
Term
Profits and losses distribution
Definition
Profits shared equally unless agreed otherwise
Losses shared according to profits unless agreed otherwise
Term
Dissolution - beginning
Definition
Partnership at will : any partner disassociation starts process
Partnership not at will: if disassociation, maj vote w/n 90 days. Or by agreement
Term
Termination of partnerships: steps
Definition
Dissolution, Winding up, Termination
Term
Winding up compensation
Definition
Only time partner receives compensation
Term
Partnership liability during winding up
Definition
same as default: old business liability, new business liability until notice of dissolution or 90 days from filing w/ state
Term
Priority of dissolution
Definition
Creditors, Capital contributions, Profits/surplus among partners

each partner must be repaid his or her loans and capital contributions, plus that partner’s share of the profits or minus that partner’s share of the losses.
Supporting users have an ad free experience!