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Partnerships

Terms in this set (37)

Any partner not wrongfully dissoc may wind up, or any legal rep of last surviving partner. Any partner, legal rep, or transferee of interest can seek judicial supervision.

Powers person wind up - dispose of and transfer pship prop, discharge liabilities. Can preserve pship business or property for reasonable time to max value as going concern.

Consequences post-dissolution acts - pship bound by partner's act appropriate for winding up and any act would have bound pship before dissolution, if other party has no notice of dissolution. All partners, including dissoc, liable to other partners for their share pship liability incurred by such post-dissol acts. Partner who knowingly undertakes act inapprop for winding up liable to pship for dmg.

Statement dissolution - gives notice to third parties pship dissolved after 90 days - limits app authority and thus liability of pship

Priority of distribution - creditors (incuding partner creditors), then partners. Partner accounts reflect contribs to pship and share profits and losses, adjust to reflect profits and losses result from liquidation pship assets. Then partners with neg balance must contribute to pship amount necessary to bring balance to zero. Then pship makes final liquidating distribution to any partner with pos balance.

Continuation of pship after dissolution - dissolved but before wind up, pship may resume carrying on business as if dissolution never occurred. All partners must agree waive right to terminate (including properly dissoc partners). Doesn't adversely affect rights third party dealt with pship before knew or notified of waiver.
Definition - pship in which partner's personal liability is eliminated, must file with state to create. Date of filing is date of effect, unless later date is specified in the statement.

Note - a partnership agreement cannot vary the law applicable to LLPs.

Formation - must vote authorizing necessary to amend pship agreement. If silent - unanimity.

An LLP is formed by filing a statement of qualification with the state, usually with the Secretary of State. LLP status is effective on the date that the statement is filed, unless a later date is specified in the statement. The filing of a statement of qualification to transform a partnership into an LLP does not create a new partnership.

Name must always end with either RLLP, LLP

An obligation of an LLP incurred while the partnership is an LLP is solely an obligation of the partnership, notwithstanding a contrary provision in the partnership agreement that existed before the vote to transform from a partnership to an LLP; the assets of the LLP may be reached to satisfy this obligation. When the LLP has been transformed from a partnership to an LLP, the LLP remains liable for an obligation of the partnership incurred before the transformation.

Limited partners not personally liable pship obs, but are personally liable for own misconduct or negligence. But, when the LLP has been transformed from a partnership to an LLP, the partner remains liable as a partner of the partnership for an obligation incurred before the transformation.

Termination LLP status - can cancel by partners. The cancellation of a statement of qualification transforms the LLP into a simple partnership but does not trigger dissolution. The state may revoke the statement of qualification of an LLP for the failure to file an annual report; this revocation has the same effect as cancellation.