BULE 303 Lecture Notes - Lecture 1: Sole Proprietorship, Fiduciary, Capital Structure
22 Jul 2018
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Can be written, oral, or implied unless a writing is required by the statute of. Articles of partnership: sets forth rights and obligations of the parties. Partnership by estoppel: when persons who are not partners hold themselves out to be so, the court may decide to impose liability as if a partnership did exist. Management: all partners have equal rights; each partner has one vote. Interest in partnership: profits are shared equally unless contracted differently. Fiduciary - owes the other partners the duty of care and loyalty. Joint liability - partners share liability for obligations and debt. Joint and several liability - a third party can sue the partners individually or the partnership. The expiration of a time period stated in a partnership agreement. Winding up - ending business after the dissolution. Like a partnership, an llp is a pass-through entity for tax purposes. Must be formed and operated in compliance with state statutes.
