BLAW 2013 Lecture Notes - Lecture 13: Uniform Partnership Act, Legal Personality, Limited Liability Partnership
28 Nov 2017
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Not a separate legal entity, it is a separate accounting entity. Owner reports income on personal tax forms. Owner has total liability for unpaid debts. Characteristics: easy in, easy out, and little government interference. Pass through entity: no income tax at entity level (owners pay income taxes) Partnership by estoppel: when a 3rd person has reasonably and detrimentally relied on the representation that a non-partner was part of a partnership a court may impose liability. Partnership does not pay income tax, but must file an informational return . Partners pay tax on their share of the profit whether distributed or not. Upa say profits are divided evenly, and losses are divided the same as profits. Partners are eligible for all assets to be taken away, even their ownership in company. Upa requires unanimous consent for: altering the basic nature of the business, changing the capital structure, admitting a new partner, submit partnership claims to arbitration.
