test1review.swick - Test 1 Study Guide I Partnership a...

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Test 1 Study Guide I. Partnership a. General v. Limited i. General 1. 2 or more people 2. In a business for profit 3. Co-ownership 4. Tax passes through owners 5. No formal paperwork to file 6. Equal management rights and full liability (joint and several) ii. Limited 1. 2 or more people 2. In a business for profit 3. Co-ownership 4. Tax same as general 5. Must file certificate and follow statutory formalities 6. General partner- full liability/ management, Limited- limited liability b. Dissolution i. Act of the Partners 1. Term expires 2. Partners agree to dissolve 3. Dissociation- death, bankruptcy, etc. of partner ii. Operation of Law 1. Unlawful activities iii. Court Order iv. Winding Up 1. Non-partner creditors 2. Partner creditors 3. Amounts owing to partners for capital 4. General- equal distribution of profits/losses; Limited- based on contribution c. Limited Partner Liability i. Limited partner maintains limited liability unless: 1. They take part in management or control 2. Their name is used in the partnership 3. Must file certificate ii. Safe Harbor- limited partner can do the following without losing limited liability protection: 1.
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