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Ravi - Partnerships and LLCs > Dissociation > Flashcards

Flashcards in Dissociation Deck (4)
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1

Apparent authority after dissociation

May continue for one year after dissociation (but partnership an protect itself by notifying creditors) or filing Statement of Dissociation (becomes effective after 90 days).

2

Events requiring Dissolution

1. Partnership agreement requires it
2. Unlawful to continue
3. Judicial decree

4. If definite term or specific task (and term/task is completed).
-or-
i. Partner's unanimously agree to wind up
ii. Or at least half of partners agree to wind up w/i 90 days after death, incapacity, bankruptcy, or wrongful dissociation of a partner

3

Distribution of assets after dissolution

1st - To creditors (including partners who are creditors)

2nd - Partners (their capital contribution + share of profits - share of losses)

4

Not enough assets to cover liabilities

Pay creditors "Pro Rata"

(i.e. proportional to how much they gave. So if A gave twice as much as B, then A gets twice as much as B out of the assets).