Chapter 37

An association of two or more persons to carry on as co-owners of a business for profit. UPA's definition of a person includes corporations.

The valuable reputation of a business viewed as an intangible asset.

This is a business entity that has no tax liability. The entity's income is passed through to the owners, who pay income taxes on it.

Also known as a partnership agreement, this can include most any terms that the parties wish, unless they are illegal or contrary to public policy or statute.

The provisions commonly included are:
-Basic structure
-Capital contributions
-Sharing of profits and losses
-Management and control
-Dissociation and dissolution

This may arise when a person who is not a partner holds themself out as a partner and makes repersentations that third parties rely on to their detriment. A court may impose liability-but not partnership rights-on the alleged partner.

This may be requested by a partner's creditor from the court to attach the partner's interest in the partnership to satisfy the partner's obligation.

This means that a third party must sue all of the partners as a group, but each partner can be held liable for the full amount. If all of the partners are not named as defendants in a lawsuit, then the assets of the partnership cannot be used to satisfy any judgment in that case.

This means that a third party has the option of suing all of the partners together (jointly) or one or more of the partners separately (severally). All partners in a partnership can be held liable even if a particular partner did not participate in, know about, or raitfy the conduct that gave rise to the lawsuit.

This occurs when a partner ceases to be associated in the carrying on of the partnership business. This normally entitles the partner to have their interest purchased by the partnership. It also terminates the partner's actual authority to act for the partnership and to participate in running its business.

This is based on the amount that would have been distributed to the partner if the partnership had been wound up on the date of dissociation. Offset against the price are amounts owed by the partner to the partnership, including damages for wrongful dissociation, if applicable.

The termination of a partnership is referred to as ..., which essentially means the commencement of the winding up process. This generally can be brought by acts of the partners, by operation of law, or by judicial decree.

This is the actual process of collecting, liquidating, and distributing the partnership assets.

When an agreement over the valuation and division of assets in the event a partnership dissolves provides for one or more partners to buy out the other or others, should the situation warrant it, it is this. Alternatively, the agreement may specify that one or more partners will determine the value of the interest being sold and that the other or others will decide whether to buy or sell.

This is a hybrid form of business designed mostly for professionals who normally do business as partners in a partnership. The major advantages of this is that it allows a partnership to continue as a pass-through entity for tax purposes but limits the personal liability of the partners.

This is a limited liability partnership in which the partners are related to each other - for example, as spouses, parents and children, siblings, or counsins. A person acting in a fiduciary capacity for persons so related can also be a partner.

A business organizational form that limits the liability of some of its owners. It consists of at least one general partner and one or more limited partners.

This person assumes management responsibility for the partnership and has full responsibility for the partnership and for all its debts.

This person contributes cash or other property and owns an interest in the firm but is not involved in management responsibilities. They are not personally liable for partnership debts beyond the amount of their investment. If they take part in the management of the business, however, they may forfeit that limited liability.

This must be signed in order to create a limited partnership. This must include certain information, including the name, mailing address, and capital contribution of each general and limited partner. It must be filed with the designated state official-under the RULPA, the secretary of state. It's also open to public inspection.

This is a type of limited partnership. It differs from a limited partnership in that a general partner in this has the same liability as a limited partner in a limited partnership.

In other words, the liability of all partners is limited to the amount of their investments in the firms.