| Term | Definition |
|---|
| Revised Uniform Partnership Act | What does RUPA stand for? |
| Revised Uniform Limited Partnership Act | What does RULPA stand for? |
| Partnership | an association of two or more persons to carry on a business for profit as co-owners. |
| Joint Ventures | a special form of partnership that is formed for only one transaction or series of transactions, rather than for a general purpose. |
| Sole Proprietorship | one individual engaged in business. This is not a separate legal entity, distinct from its owner. |
| General Partnership | an ordinary partnership formed under RUPA or common law and consists only of general partners. These general partners have the right to share in the management and profits of the partnership and has unlimited liability to partnership creditors. |
| Limited Partnership | an arrangement specially created under the RULPA which consists of one or more general partners and one or more limited partners. |
| Limited Partner | one who contributes to the partnership but does not have any authority or voice in the management of the business. This persons liability to partnership creditors is limited to the amount of her/his capital contributed. |
| Silent Partner | one who has unlimited liability but does not share in the management of the partnership. |
| Ostensible or Nominal Partner | One who is not actually a partner, but who may become a partner by estoppel insofar as he/she is held out to appear to be a partner. |
| Dormant Partner | one who is a partner with the right to management participation, but who is undisclosed and generally inactive. Once this person is disclosed, they have the same liability as any other general partner. |
| Secret Partner | One who actually participates in the management of the partnership but is undisclosed. If this partner's connection with the business is disclosed, they she or he has unlimited liability. |
| Limited Liability Partnership | afford liability protection to general partners. This is vastly different from traditional general partnerships. In essence, this is merely a general partnership which has made an election to invoke the limited liability protection of the enabling state statute. Some states allow most professional partnerships to use these. Others allow most operating businesses. |
| Express Authority | includes that authority specifically set forth in an agreement among the partners. It also may arise from decisions made by the majority of the partners regarding the conduct of the partnership business. The partnership may file a statement of authority outlining the authority that particular partner or partners may have. |
| Implied Authority | this has not been granted expressly to the partner, but instead arises from the nature and business of the partnership. It is essentially the type of authority which is reasonably necessary for a partner to perform his/her duties. For example, if a partner is in charge of a partnership's personnel, it would be reasonable and necessary to imply that he or she has the power to hire and fire employees even though this authority is not granted expressly. |
| Apparent Authority | the actions of the partner which are for carrying on of the partnership's business in the usual way, but which are not actually authorized, still will bind the partnership if the 3rd party does not know of the partner's lack of actual authority. However, if the 3rd party |
| Limited Liability Company (LLC) | is a hybrid of corporate and partnership law. |
| Members | owners in LLCs are usually referred to as these. |
| Yes | Can a single individual form a LLC? |
| Operating Agreement (or Company Agreement, Regulations) | is a private contract between the members which generally outline how they will conduct the business and what rights each member in the company may have in the event a member leaves the company. |
| Articles of Organization | similar to articles of incorporation for LLCs. There require the name of the company, the character of the business, the location of the business, the term for which the company is to exist, and the name and address of each member. |
Combine with other sets
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