BULE 303 Study Guide - Spring 2018, Comprehensive Midterm Notes - Personal Jurisdiction, North Carolina, Marisol Escobar
12 Oct 2018
School
Department
Course
Professor
BULE 303
MIDTERM EXAM
STUDY GUIDE
Fall 2018
Advantages of the Sole Proprietorship
Owner receives all profits
Easier and less costly to start
More flexibility
Disadvantages of the Sole Proprietorship
Owner is responsible for all losses
Lacks continuity after death
Difficult to raise capital
Partnership Formation
Can be written, oral, or implied unless a writing is required by the Statute of
Frauds
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
Rights of Partners
Management: all partners have equal rights; each partner has one vote
Interest in partnership: profits are shared equally unless contracted differently
Compensation: usually none
Inspection of books: accessible to all
Accounting of assets is required
Property is owned by the partnership
find more resources at oneclass.com
find more resources at oneclass.com
Duties and Liabilities of Partners
Fiduciary - owes the other partners the duty of care and loyalty
Binds the partnership to contracts and torts
Joint liability - partners share liability for obligations and debt
Joint and several liability - a third party can sue the partners individually or the
partnership
Partnership Termination
Dissolution - disbanding the partnership
Occurs in the following situations:
Acts of the partners
The subsequent illegality of the firm's business
The expiration of a time period stated in a partnership agreement
Judicial decree
Winding up - ending business after the dissolution
Limited Liability Partnership
A hybrid form of business
Like a partnership, an LLP is a pass-through entity for tax purposes.
Formation
Must be formed and operated in compliance with state statutes
Liability
The personal liability of the partners is limited.
Allows partners to avoid personal liability for the wrongful acts of other partners
find more resources at oneclass.com
find more resources at oneclass.com
Document Summary
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.
