Partnership Flashcards

1
Q

What is a partnership?

A

When two or more persons or entities intend to carry on a for-profit business as co-owners. Do NOT need intent to form a partnership.

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2
Q

Do you need a written agreement to form a partnership?

A

No.

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3
Q

What is the profit sharing test?

A

If there is profit sharing, there is a presumption that there is a partnership.

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4
Q

What is a partner by estoppel

A

A person will be treated as a partner if: there is a representation that the person is a partner, the person makes or consents to the representation, a third party reasonably relies on the representation, and the third party sufferes damages as a result.

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5
Q

Partners are ___ of the partnership

A

Agents

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6
Q

Partners owe duties of ____ and ___

A

Loyalty; Care.

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7
Q

A partner ___ transfer his or her rights in the partnership

A

Can. This does not cause dissolution or dissociation.

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8
Q

Property acquired by partners or partnership is presumed to belong to the ____

A

Partnership.

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9
Q

A new partner must get the consent of __ the existing partners.

A

All.

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10
Q

A ____ of partners must approve ordinary business decisions while ___ partners must approve matters outside the ordinary course.

A

Majority; all.

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11
Q

A partner ___ derive a personal benefit from the use or possession of partnership property.

A

Cannot.

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12
Q

A partner is ___ to the partnership for damages caused by wrongful dissociation.

A

Liable. A dissociation is wrongful only if in breach of provision of the partnership agreement or before the completion of the undertaking.

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13
Q

A partnership must indemnify a dissociated partner against all partnership liability incurred when?

A

Before or after the dissociation.

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14
Q

A partnership is ____ for a partners torts in the course of the partnership business

A

Liable

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15
Q

Partners are ____________ for all partnership obligations?

A

Jointly and severally liable. A judgment is first satisfied from the partnerhsips assets then the partners assets.

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16
Q

A dissociation from a partnership at will causes?

A

The partnership to dissolve.

17
Q

Before winding up is complete, a partnership ____ resume carrying on its business as if dissolution had never occured.

A

May.

18
Q

At formation, an LP must have

A

at least one general partner and one limited partner.