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Biz Law-Biz Entities 1
Sole Proprietorship Formation
Not Formal-Start Working
General P. Formation
two or more persons carrying on a business for profit, may be express or implied, written or oral, or by estoppel - UPA fills gaps
Limited Partnership Formation
certification filed with Sec. of State - must have at least one general partner and at least one limited partner
Sole Pro. Management
one person (self) or hire manager
Gen. P. Mgmt
equal voice, unless otherwise agreed - majority rules; any decisions that change nature of parnership must be unanimous.
Limited Part. MGMT
general partners have equal voice, unless otherwise agreed - majority rules; limited partners cannot participate
Sole P. Termination
Gen P Term.
any change in partners, or by agreement
Limited Part. Term.
change in general partners; limited partners may freely transfer interests
Sole P. Taxation
Gen. Part. Tax.
flow-through - partners taxed on income as ordinary income whether money received or not - partnership not taxed
Limt. Part. Tax
tax same as Gen. partnership
S. P. Liability
unlimited in tort or K
Gen. Part. Liability
Unlimited in tort or K, joint and several liability
Limited Part. Liability
general partners have unlimited liability, limited partners have limited liability
S.P. Profit & Loss
all to sole proprietor
G.Part. Profit and Loss
profits and losses shared by agreement or equally if not agreed, losses shared in same proportion as profits if not agreed
L. Part. Profit and Loss
limited partners share according to agreement, generals share according to agreement
sole proprietor is P-may appoint A
Gen. Part. Agency
partnership is the principal individual, partners are the agents; note presence of apparent authority, may appoint agents
Lim. Part. Agency
general partners are agents of partnership, limited partners are not
S. P. Legal Entity
Gen. Part. Legal Entity
No, for legal and tax purposes - if sued, then names of partners and then d/b/a
Lim. Part. Legal Entity
gives notice to public of limited nature, e.g. in name; more qualities of legal entity