actual notice
notice given to third parties who have knowledge of a partnership when the partnership has been dissolved
agency
relationship in which one party represents another party and is authorized to act on behalf of that party
business for profit
organization whose primary goal is making money in a recognized trade, occupation, or profession
co-owner
individual who shares management of a partnership and shares profits earned, losses taken, and costs paid to vendors
constructive notice
notice given to third parties who have knowledge of a partnership but no dealings; often given by publishing a notice in a newspaper in the area of the business
dissolution
ending of a partnership
duty of care
obligation of partners to be reasonably prudent in managing a partnership, including keeping proper business records and completing audits
duty of loyalty
obligation of partners to act in the company's best interest and not compete with the partnership or profit individually
entity
organization that exists separately and distinctly from other organizations, in the context of partnerships
expulsion
removal of a partner from a partnership by the remaining partners, such as for violating the partnership agreement
fiduciary duty
legal obligations that partners owe each other: to act loyally, in good faith, honestly, confidentially, and with the highest standard of care when making decisions requiring business judgment
fully disclosed agency
result of a partner informing a third party that the partner is acting on behalf of the identified partnership and not on behalf of themselves
joint and several liability
principle that a creditor can sue one partner or all the partners for a debt that the partnership owes. That partner is then entitled to recover their share of that debt from other partners
partner
member of a partnership who has the right to share in profits and losses and in the management rights and responsibilities of the partnership
partnership
two or more people who have joined together to own and operate a business for profit and share profits earned, losses taken, and costs paid to vendors
partnership agreement
agreement that governs a partnership and establishes rights and obligations of the partners when those rights and obligations differ from those established by state law
undisclosed agency
when a partner deals with a third party agency who does not know that the partner is acting on the partnership's behalf, not merely for themselves
Uniform Partnership Act
statute adopted in 48 states and the District of Columbia that standardizes the rules that apply to partnerships. Most states have adopted slight deviations of the act
unlimited liability
concept that partners are personally responsible for paying partnership debts, even if they have to use whatever personal assets they own