31 No persons associated in partnership shall carry on business or identify

31 no persons associated in partnership shall carry

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(3.1) No persons associated in partnership shall carry on business or identify themselves to the public under a name other than a firm name registered under subsection (3) unless the name is registered by all of the partners. 1994, c. 27, s. 72 (2). Co-Ownership v. Partnership Co-ownership o Arises in several ways o Freely alienable without consent of other co-owner o Not an agent of other co-owners o Co-owners can own any type of property o Dissolved through disposition of property Liability (Partnership) Liability o Persons who form a partnership are collectively called the firm and business is carried on in the firm name o Joint and several liability Partners individually and as a collective group have liability for a debt of the partnership Partners are agents for each other and for the partnership Liable for tort of partner if committed in course of partnership business Joint and several liability for business wrongs i.e. misappropriation, negligence, etc. Liability (Employees) o Partnership firm is the employer o Partners responsible for direction and supervision of employees o Liability in tort If committed in performance of partnership business
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o Liability in contract If employee authorized to enter into such contracts Rights and Duties of Partners o Partnership usually sets out rights and duties o Free to fix such rights and duties o Minimal requirements under Partnership Acts o Property brought into the partnership is partnership property o Land is held in trust for the partnership Dissolution of Partnership Dissolution o The termination of the partnership relationship Can be set forth in partnership agreement Dissolve automatically at end of term set in agreement Death or insolvency of a partner Mentally unsound or incompetent Breach of partnership trust Dissolution of Partnership Court o May dissolve partnership or party may apply to court for dissolution Result of dissolution o Liquidation of assets o Determine partners’ share o Set order of payment of debts from liquidation is set out in Act and in partnership agreement o Must notify customers of firm of dissolution o Partners liable for debts of partnership during time as a partner IMPORATANT Limited Partnerships (the key to a limited partnership is that the limited partner is only liable to third parties for the amount of his capitalized investment in the partnership)__ ( The most that a
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limited partner is in for incase of the partnership getting sued, is what he invested in the partnership)__(The essence of a limited partner is that he does not get involved in the decisions and matters of the business )__THIS WILL BE IN EXAM (If the limited partner starts making decision and get involved in the business matters, advise to managing partners, then according to law he would not be considered a limited partner and he loses the limited partner status, and would be a general partner and would be liable for the sue like other
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  • Spring '10
  • JoshuaSera
  • Corporation, Limited partnership, Types of business entity

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