Test 5 Review - Test 5 Review 1. The only fiduciary duties...

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Test 5 Review 1. The only fiduciary duties a partner owes his partners are the duties of loyalty and duty of care. A partner’s duty of loyalty is accounting to the partner for any property profit, or benefit derived by the partner in the conduct of the partnership business. A partners duty of care is to refrain from grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of the law. 2. An agreement to form a partnership can be oral, written, or implied by conduct. To from a partnership that deals with real property the contract must be in writing. 3. Partners are personally liable for the debts of the partnership. A general partner is personally liable for any debts past the limited partners input. They are personally liable to the partnership’s creditors. Basically they are fucked if something goes wrong. 4. A limited partnership requires a public and formal proceeding that must follow statutory requirements. There must be at least one general partner and one limited partner. You must sign a certificate of limited partnership. 5. If the limited partner finds a defect in the formation of the partnership they could lose the limited liability. They must enforce an amendment or renounce interest in the profits. They can also not participate in the management of the partnership 6. Not exactly sure but I think they are fully blocked from liability if something happens. (Guess) 7. Members can be held personally liable but only up to the amount of their investment. 8. These entities are considered to be a citizen of every state in which their members are citizens. 9.
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This note was uploaded on 04/03/2008 for the course BUS 201 taught by Professor Wiest during the Fall '07 term at Grand Valley State.

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Test 5 Review - Test 5 Review 1. The only fiduciary duties...

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