Business Law

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Author:
rebekaheh
ID:
83268
Filename:
Business Law
Updated:
2011-05-02 15:46:12
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Chapter Thirty Six
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Description:
Partnerships and Limited Liability Partnerships
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  1. A written agreement than sets forth each partner's rights and obligations with respect to the partnership.
    Articles of partnership
  2. In the context of partnerships, an express agreement made at the time of partnership formation for one or more of the partners to buy out the other or others should the situation warrant and thus provide for the smooth dissolution of the partnership.
    Buy-Sell-Agreement
  3. The amount payable to a partner on his or her dissociation from a parnership, based on the amount distributable to that partner if the firm were wound up on that date, and offset by any damages for wrongful dissociation.
    Buyout Price
  4. The basic document filed with a designated state official by which a limited partnership is formed
    Certificate of Limited Partnership
  5. In partnership law, an order granted by a court to a judgment creditor that entitles the creditor to attach profits or assets of a partner on dissolution of the partnership.
    Charging order
  6. The severance of the relationship between a partner and a partnership when the partner ceases to be associated with the carrying on of the partnership business.
    dissociation
  7. The formal disbanding of a partnership or a corporation. It can take place by (1) acts of the partners or, in a corporation, of the shareholders and board of directors; (2) the death of a partner; (3) the expiration of a time period stated in a partnership agreement or a certificate of incorporation; or (4) judicial decree.
    Dissolution
  8. A limited liability partnership (LLP) in which the majority of the partners are persons related to each other, essentially as spouses, parents, grandparents, siblings, cousins, nephews, or nieces. A person acting in a fiduciary capacity for persons so related could also be a partner. All of the partners must be natural persons or persons acting in a fiduciary capacity for the benefit of natural persons.
    family limited liability partnership (FLLP)
  9. In a limited partnership, a partner who assumes responsibility for the management of the partnership and liability for all partnership debts.
    General Partner
  10. A tax return submitted by a partnership that only reports the income earned by the business. The partnership as an entity does not pay taxes on the income received by the partnership. A partner's profit from the partnership (whether distributed or not) is taxed as individual income to the individual partner.
    Information Return
  11. In partnership law, a doctrine under which a plaintiff may sue, and collect a judgment from, one or more of the partners separately or all of the partners together. This is true even if one of the partners sued did not participate in, ratify, or know about whatever it was that gave riseto the cause of action.
    Joint and Several Liability
  12. Shared liability. In partnership law, partners incur joint liability for partnership obligations and debts. For example, if a third party sues a partner on a partnership debt, the partner has the right to insist that the other partners be sued with him or her.
    Joint Liability
  13. A type of limited partnership. The difference between a limited partnership and _____ is that the liability of the general partner in an ____ is the same as the liability of the limited partner. That is, the liability of all partners is limited to the amount of their investments in the firm.
    limited liability limited partnership (LLLP)
  14. A form of partnership that allows professionals to enjoy the tax benefits of a partnership while limiting their personal liability for the malpractice of other partners.
    Limited Liability Partnership (LLP)
  15. In a limited partnership, a partner who contributes capital to the partnership but has no right to participate in the management and operation of the business. The ____ assumes no liability for partnership debts beyond the capital contributed.
    Limited Partner
  16. A partnership consisting of one or more general partners (who manage the business and are liable to the full extent of their personal assets for debts of the partnership) and one or more limited partners (who contribute only assets and are liable only to the extent of their contributions).
    Limited Partnership
  17. An agreement by two or more persons to carry on, as co-owners, a business for profit.
    Partnership
  18. A judicially created partnership that may, at the court's discretion, be imposed for purposes of fairness. The court can prevent those who present themselves as partners (but who are not) from escaping liability if a third person relies on an alleged partnership in good faith and is harmed as a result.
    Partnership by Estoppel
  19. The second of two stages involved in the termination of a partnership or corporation. Once the firm is dissolved, it continues to exist legally until the process of _____ all business affairs (collecting and distributing the firm's assets) is complete.
    Winding Up

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