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Business Org-UPA Outline

Business Org-UPA Outline - 10 Partnership defined(1 A...

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§10 Partnership defined (1) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes for all purposes of the laws of this state §11 Rules for determining the existence of a partnership (3) The sharing of gross returns does not of itself establish a partnership (4) The receipt by a person of a share of profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment of (a) As a debt by installments or otherwise, (b) As wages of an employee or rent to a landlord, (c) As an annuity to a surviving spouse or representative of a deceased partner, (d) As interest on a loan, thought the amount of payment vary with the profits of the business (e) As the consideration for the sale of the good-will of a business or other property by installments or otherwise Absent an agreement, loss and profits will be divided equally among the partners. If profits are to be divided as 1/3 for A and 2/3 for B then A will only cover 1/3 of the loss and B will cover the remanding 2/3’s §40 Rules determining right and duties of partners The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and except as provided in subdivision (b) of §26, each partner must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his share in profits. (2) Except as provided in subdivision (b) of §26, the partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property. (3) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance. (4) A partner shall receive interest on the capital contributed by him only from the date when repayment should be made. (5) All partners have equal rights in the management and conduct of the partnership business.
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(6)No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs. (7) No person can become a member of a partnership without the consent of all the partners.
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