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Partnership by Mind Map: Partnership

1. Limited Liability Companies

1.1. General

1.1.1. Gen Taxed like p’ships + owners have liability of shareholders of corp’

1.1.2. Formation Filing with sec of state entity + name/addresses of members & office & agent

1.1.3. Liability Members are not personally liable

1.1.4. Share of Profits/Losses Equal to contributions

1.1.5. Transfer of Interest Assign right to receive Profits but not management rights

1.1.6. Dissolution Dissociation of LLC member generally causes dissolution

2. Foreign Corporations

2.1. General

3. Nature of Partnership

3.1. Definition

3.1.1. Association of 2 or more, carrying on as co-owners of a business for profit Creates an entity

3.2. Governing Law

3.2.1. Revised Uniform Partnership Act

3.3. Legal Entity

3.3.1. Distinct from its partners

4. Formation

4.1. Agreement

4.1.1. Formal agreement not required - intent sufficient

4.2. Consent

4.2.1. Express or Implied of all partners

4.3. Capacity

4.4. Legal Purpose

4.4.1. Illegality will void p’ship

4.5. Partnership by Estoppel

4.5.1. A court may View the conduct of the D as that consisting of a p’ship

4.6. Proof of Partnership Existence

4.6.1. Sufficient Proof!

5. Partnership Property

5.1. General

5.1.1. Partnership Capital Partners contributions

5.1.2. Partnership Property Everything opened by p’ship

5.2. Titled Property

5.2.1. Presumed partnership Property Purchased with p’ship funds

5.2.2. Presumed Separate Property Property held in a partners name Instrument transferring title No indication of partners p’ship capacity No indication of partners p’ship capacity Doesn’t mention p’ship P’ship funds weren’t used

5.3. Untitled Property

5.3.1. Acquired with p’ship funds

5.3.2. Used to further p’ship

5.3.3. Entered into p’ship books

5.3.4. Close relationship Property & Business

5.3.5. Property improved or maintained by p’ship

5.4. Rights of Partner to Partnership Property

5.4.1. No transferable Interest

6. Professional Corporations

6.1. General

7. Partners

7.1. Rights

7.1.1. General Management, Inspection, Access to Accounts, to Sue, Dissolution Indemnification + contribution Renumeration

7.1.2. Partners Interest in Partnership Treaties as personal property that is transferable and attachable w/o dissolution

7.2. Limitations

7.2.1. Fiduciary Duties Loyalty + Care

7.2.2. Breach of Duties Resulting in Profit Trustee capacity

7.3. Relations to 3rd Parties

7.3.1. Apparent Authority Knowledge/Notification Won’t be bound Business of the Kind Transfer of Partnership Property Depends on if p’ship Interest is indicated on the instrument and if value is given

7.3.2. Actual Authority

7.3.3. Statement of Authority An express grant or limitation for a partner to enter into transactions

7.3.4. Liability of Partners Contract Tort Criminal Partnership Obligations Equally and personally liable Limitations on Liability Incoming partners not liable Outgoing partners are

8. Dissociation & Dissolution

8.1. Dissociation

8.1.1. General Withdrawal, expulsion, bankruptcy No dissolution - majority must agree to continue p’ship

8.1.2. Events Causing Dissociation Death + incapacity + bankruptcy + Notice + expulsion (unanimous) + receivership

8.1.3. Wrongful and Nonwrongful Dissociations

8.1.4. Effects of Dissociation No management rights but must be bought out $$ Remain liable for obligations incurred Retains apparent Authority Buyout date + price

8.2. Dissolution

8.2.1. Event Causing P’ship term expires Agreement Event occurs = agreement states winding up Bankruptcy + death + expulsion

8.2.2. Liquidation of assets

8.2.3. Effects of Dissolution Bound by partners acts in winding up process Notice of dissolution 90 days = constructive Notice

8.3. Distribution of Assets

8.3.1. Liabilities too creditors then to partners by share of contribution

9. Different Types

9.1. General Partnership

9.1.1. Partners share equal right and responsibilities in management

9.1.2. Any partner can bind entity

9.2. Limited Liability Partnership

9.2.1. General Majority of states recognise Protects a party from personal liability for negligent acts committed by other partners/employees Advantage: Not individually liable for LLP’s obligations

9.2.2. Formation Voting P’ship agreement rules Filing A statement of qualification with Sec. of State + name + address Name Contain LLP etc

9.2.3. Liability Remains liable for her own wrongful acts + malpractice

9.3. Limited Partnership

9.3.1. General Same as general p’ship but filing of certificate required (LLP) General and limited partners General partners personally liable for p’ship obligations Limited partners not liable beyond capital contribution

9.3.2. Formation Certification Of limited partnership signed by all G & L partners Records Office Agent For service of process Name Must contain Limited Partnership Additional Partners Governed by p’ship agreement If silent = consent of all partners Nature of contributions Cash, Property, services rendered, promises No right to distribution w/o contribution

9.3.3. Partners Liability General Partner Limited partner Duties General Limited Rights General Limited Both

9.3.4. Dissociation Effect on Limited General

9.3.5. Dissolution and Distribution Dissolution Court may order if impracticable or failure to pay fees or file annual report Or by other means similar to Partnership Winding Up Liabilities + distribute assets Power to Bind post dissolution G’s acts appropriate to winding up can bind Distribution of assets Insufficient assets

9.3.6. Conversion and Merger Consent of all parties + filing with sec of state