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Unformatted text preview: Chapter 36: Partnerships and Limited Liability Partnerships (LLPs) Partnership arises from an agreement, expressed or implied, between two or more persons to carry on a business for a profit. Partners are co-owners of a business and have joint control over its operations and the right to share in its profit. Intent to associate is a key element of a partnership. I. Basic Partnership Concepts a. Partnership is a separate entity each partner is an agent for the partnership b. Uniform Partnership Act i. 49 states (all but Louisiana) ii. UPA controls if parties have not made own agreement c. When does a partnership exist? i. 3 essential elements of partnership in the UPAs definition 1. A sharing of profits or losses 2. A joint ownership of the business 3. An equal right to participate in the management of the business ii. UPA factors that does not make it into a partnership. If profits were received as payment of the following: 1. A debt by installments or interest on a loan 2. Wages of an employee or for the services of an independent contractor 3. Rent to a landlord 4. Annuity to a surviving spouse or representative of a deceased partner 5. A sale of the goodwill of a business or property a. For example: Debtor owes a creditor 5k , to repay debt, the debtor agrees to pay 10% of the debtors nosiness profits until...
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This note was uploaded on 04/04/2011 for the course BLAW 3312 taught by Professor Charlesmiller during the Spring '11 term at UT Arlington.
- Spring '11
- Business Law