Chapter 37 Part Ax - General Partnerships Uniform Partnership Act \u201cAn association of two or more persons to carry on a business for profit.\u201d

Chapter 37 Part Ax - General Partnerships Uniform...

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General Partnerships Uniform Partnership Act: “An association of two or more persons to carry on a business for profit.” Three Essential Elements : 1. A sharing of profits & losses. 2. A joint ownership of the business. 3. An equal right to manage the business.
Partnership Essentials Starting Up : By agreement. A contract that does not need a writing. {No need to know 37-2c Partnership by Estoppel} UPA : In the absence of a partnership agreement the UPA governs: 1. Profits & losses are shared equally. 2. Management is shared equally. No right to compensation. One vote per partner; majority rules. Partners have implied powers to conduct partnership business. 3. Partners have equal right to use partnership property.
Partnership Essentials Continued Each partner: 1. Has a right to inspection the partnership books. a. Books are kept at partnership offices. b. Representative of deceased partner can look at books. 2. Has a right to an accounting when concerns of fraud, embezzlement, wrongful exclusion, etc. 3. May assign her rights to partnership profit but not her partnership interest.
Financing: Capital Contribution {equity} doesn’t affect ownership or control.

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