Formation of Partnerships Flashcards
How is a General Partnership formed?
Objective agreement between two or more persons to co-own an ongoing business for profit.
Agreement can be EXPRESS (oral or written) or IMPLIED (parties’ conduct).
Parties’ subjective belief is immaterial.
No formal or statutory requirements.
Sharing of profits = prima facie evidence that the profit-receiving person is a partner in GP.
How is a Limited Partnership formed?
Complying with statutory requirements:
+ execute a certificate of LP signed by ALL named general partners
+ file a certificate of LP with secretary of state’s office.
Name must say “limited partnership” or an abbreviation.
How is a Limited Liability Partnership formed?
Filing a certificate of registration signed by at least one person with the secretary of state’s office.
Usually have to pay a filing fee.
Name must say “limited liability partnership” or an abbreviation.
