BL-Chapt36 - Print Chapter Page 1 of 26 Partnerships and...

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Partnerships and Limited Liability Partnerships Chapter Introduction 36-1 Basic Partnership Concepts 36-1a Agency Concepts and Partnership Law 36-1b The Uniform Partnership Act 36-1c When Does a Partnership Exist? 36-1d Joint Property Ownership and Partnership Status 36-1e Entity versus Aggregate 36-2 Partnership Formation 36-2a The Partnership Agreement 36-2b Duration of the Partnership 36-2c A Corporation as Partner 36-2d Partnership by Estoppel 36-3 Partnership Operation 36-3a Rights of Partners 36-3b Duties and Liabilities of Partners 36-4 Dissociation of a Partner 36-4a Events Causing Dissociation 36-4b Wrongful Dissociation 36-4c Effects of Dissociation 36-5 Partnership Termination 36-5a Dissolution 36-5b Winding Up and Distribution of Assets 36-5c Partnership Buy-Sell Agreements 36-6 Limited Liability Partnerships 36-6a Liability in an LLP 36-6b Family Limited Liability Partnerships 36-7 Limited Partnerships 36-7a Formation of a Limited Partnership 36-7b Rights and Liabilities of Partners 36-7c Dissociation and Dissolution 36-7d Limited Liability Limited Partnerships Chapter Recap Page 1 of 26 Print Chapter 2010-8-30 ..
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Chapter Introduction Traditionally, one of the most common forms of business organization selected by two or more persons is the partnership . A partnership arises from an agreement, express 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 operation and the right to share in its profits. In this chapter, we examine several forms of partnership. We begin the chapter with an examination of ordinary partnerships, or general partnerships , and the rights and duties of partners in this traditional business entity. We then examine some special forms of partnerships known as limited partnerships and limited liability partnerships , which receive a different treatment under the law. Page 2 of 26 Print Chapter 2010-8-30 ..
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36-1 36-1a 36-1b 36-1c Basic Partnership Concepts Agency Concepts and Partnership Law The Uniform Partnership Act When Does a Partnership Exist? Partnerships are governed both by common law concepts (in particular, those relating to agency) and by statutory law. As in so many other areas of business law, the National Conference of Commissioners on Uniform State Laws has drafted uniform laws for partnerships, and these have been widely adopted by the states. When two or more persons agree to do business as partners, they enter into a special relationship with one another. To an extent, their relationship is similar to an agency relationship because each partner is deemed to be the agent of the other partners and of the partnership. The agency concepts that were discussed in Chapters 31 and 32 thus apply–specifically, the imputation of knowledge of, and responsibility
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BL-Chapt36 - Print Chapter Page 1 of 26 Partnerships and...

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