Partnership Louisiana Bar

partnership

A _________ is a juridical person, distinct, from its partners, created by written or oral contract between two or more "legal persons" to combine efforts and/or resources in agreed-upon proportions, and to collaborate at mutual risk for common profit or commercial benefit.

resources

A partnership is a juridical person, distinct from its partners, created by a written or oral contract between two or more "legal persons" to combine efforts and/or ___________ in agreed-upon proportions, and to collaborate at mutual risk for common profit or commercial benefit.

mutual risk

A partnership is a juridical person, distinct from its partners, created by a written or oral contract between two or more "legal persons" to combine efforts and/or resources in agreed-upon proportions, and to collaborate at _________ for common profit or commercial benefit.

inferrred

A partnership may be ________ even if the parties did not consciously consider or intend it to be a partnership.

No

Can a partnership exist with only 1 person?

legal

A "__________ person" may be an idividual, partnership, corporation, or other association.

joint venture

A __________ is a partnership created for a specific project. The essential elements are the same.

No

Are there any formal requirements for the formation of a partnership?

Secretary of State

If the partnership was created with a written contract, the partners may choose to file the agreement with ___________.

partnership's address

Filed partnership agreements must contain: 1) name of the partnership, 2) the _____________, and 3) each partners' name and address.

all partners

If no name is expressly adopted, the partnership must do business in the name of ______________.

No

Each partner must make a contribution that has economic value. Are there restrictions on the type of property or services that may be contributed?

unanimity

Unless otherwise agreed by partnership, ________ is required to amend the partnership agreement.

unanimity

Unless otherwise agreed by partnership, ________ admit new partners.

unanimity

Unless otherwise agreed by partnership, ________ is required to terminate the partnersip.

management

Unless otherwise agreed, decisions affecting the ____________ of the partnership are made by a majority of the partnership votes.

majority

Unless otherwise agreed, decisions affecting the management of the partnership are made by a __________ of the partnership votes.

unanimity (b/c cannot be a majority with just 2)

In a two-person equal partnership, _________ is required to make policy decisions.

writing

For a partnership to own immovable property, the partnership agreement must be in ____________ at the time of the acquisition.

indivision

For a partnership to own immovable property, the partnership agreement must be in writing at the time of the acquisition. Otherwise, the property is owned in ________.

individual

If the partnership agreement is not filed with the Secretary of State, third parties can treat partnership immovables as the partner's _________ property.

Fiduciary

A partner owes a ________ duty to the partnership and to other partners. This means that a partner may not appropriate any partnership asset, including a prospective business opportunity, for his own personal profit or act as a partner in a manner contrary to what he perceives as the best interest of the partnership.

damages

If a partner violates his fiduciary duty, the partnership may recover __________ for harm suffered.

those profits

If the breaching partner profits from the breach of fiduciary duty, then the partnership may recover __________.

right

A partner has the ________ to inform herself of the partnership business and consult any records.

creditor

A partner who acts in good faith for the partnership may be a creditor of the partnership for sums she disburses, obligations she incurs, and losses she sustains.

mandatary

Each partner is a ______, or agent, of the partnership for all matters in the ordinary course of business other than alienation, lease, or encumbrance of the partnership's immovables.

alienation, lease, or encumbrance

Each partner is a mandatary, or agent, of the partnership for all matters in the ordinary course of business other than __________, ________, or ________ of the partnership's immovables.

yes (damages)

In cases where a partner transacts business with a third party in excess of his actual authority to do so, can the partnership recover anything?

virile

Each partner is secondarily liable for her ______ share of the partnership's debts.

discussion

Each partner is secondarily liable for her virile share of the partnership's debts but may plead "___________" of the partnership's assets if sued individually - which means the partner can require the creditor to seize specifically identified partnership assets to satisfy the debt before seizing her partner's personal assets

joint

The partner's liability is _______.

is not

A partner who is sued in her capacity as a partner [is/is not] entitled to any indemnification or reimbursement of litigation expenses, whether successful in the defenses of the claims or not,

bankruptcy

A partner ceases to be a member of the partnership upon death, interdiction, ________ seizure of his interest, expulsion, withdrawal, or in accordance to partnership agreement.

one member is left

A partnership does not terminate when a partner ceases his membership unless only ____________.

just cause

A partner may be expelled for _________.

majority

Unless otherwise agreed, a _________ of the partner must agree on the explusion.

term

The exercise of the right of withdrawal hinges on whether the partnership is constituted for a _________.

unanimous

If the partnership is constituted for a term, a partner may withdraw during the term with _________ consent of the other partners.

material obligation

If the partnership is constituted for a term, a partner may withdraw during the term with the unanimous consent of the other partners. He may withdraw without the consent of his partners only if another partner has failed to perform a ________________.

unfavorable

A partner may withdraw from a partnership without a term at any time, provided he gives notice in good faith a time that is not _____________ to the partnership.

unaminous

Generally, a partnership terminates by _______ consent, a judgment of termination, bankruptcy of the partnersip, reduction to one person, on expiration of its term, or in accorance with provisions of the partnership agreement.

partnership

The creditors of the ___________ must be paid in preference to the creditors of the individual partners.

commendam

A partnership in ___________ is a partnership with one or come commendam ( or limited) partners who have limited powers, rigths, and laibility and one or more general partners.

nonmanagerial

A commendam/limited partner must agree to make a contribution, but it can be cash, any type of property, or performance of _____________ services.

contribution

The commendam/limited partner is only liable for partnership debts to the extent of their ____________.

No

Are commendam/limited partners personally liable for partnership debts?

false

[T/F]: A partnership in commendam can be made by oral contract.

Yes

Does the contract of a partnership in commendam need to be filed with the Secretary of State?

that it is a limited partnership

What must the name of a limited partnership need to make clear?

value or how it is to be valued

The limited partnership contract must describe the contribution of each commendam partner and its ___________ or _________.

circumstance

The limited partnership contract should state the time or _____________ upon which the contribution is to be made or the services that are to be performed.

on demand

The limited partnership contract should state the time or circumstances upon which the contribution is to be made or the services that are to be performed; if it fails to do so, the contribution is due _____________.

limited partner is now liable the same as general

What happens if the formation requirements are not met for a limited partnership?

Not created (all liable as general partners)

What happens if a limited partnership contract is not filed with the Secretary of State?

name

A limited/commendam partner becomes liable as a general partner if she: i) permits her _________ to be used in the business dealings of the partnership

administration

A limited/commendam partner becomes liable as a general partner if she: ii) participates in the management or _________ of the partnership

business

A limited/commendam partner becomes liable as a general partner if she: iii) conducts _________ with third persons on behalf of the partnership

management

A commendam partner can lose her limited liability by participating in the _________ of the partnership by conducting business on behalf of the partnership.

does not

If a limited partner has the same name as a general partner, he {does/does not} have the "use of name" prohibition.

Yes

Can a person serve as an officer or director of a corporate general partner without becoming liable as a general partner?

No

Is a limited partnership the same as a limited liability partnership?

corporations

A registered Limited Liability Partnership (LLP) combines many of the beneficial attributes of partnerships and ___________________.

by another partner

An LLP insulates its partners from personal liability for the "debts and obligations of the partnership arising from errors, omissions, negligence, incompetence, or malfeasance committed in the course of the partnership business by __________ or a respresentative of the partnership."

does not

An LLP [does/does not] protect the partnership's assets from any kind of partnership liability.

virile

An LLP does not protect an individual partner from personal liability for: a) her ________ share of other partnership debts and obligations

actions

An LLP does not protect an individual partner from personal liability for: b) partnership debts resulting from the partner's own ________ of any type, including negligence.

personally

If on the exam you have to determine the liability of a partner in an LLP for a tort committed by a co-partner, recall that a partner's liability is usually limited; i.e., she will not be _______ of the co-partner's tort.

registered limited liability partnership

An LLP's name must contain the words "_______________________" or the abbreviation "LLP" as the last words or letters.

conversion

An LLP can only be formed by __________ of a previously existing Louisiana partnership.

principal office

The LLP must file an application with the Secretary of State stating 1) name of the partnership, 2) address of _____________, 3) the number of partners (names are not required), and iv) a brief statement of the business in which the partnership engages.

number

The LLP must file an application with the Secretary of State stating 1) name of the partnership, 2) address of principal office, 3) the ___________ of partners (names are not required), and iv) a brief statement of the business in which the partnership engages.

business they engage in

The LLP must file an application with the Secretary of State stating 1) name of the partnership, 2) address of principal office, 3) the number of partners (names are not required), and iv) a brief statement of the ___________________.

majority interest

The application of the LLP must be signed by a ____________ of the partners (not necessarily a majority of the partners).