Chapter 3 General Partnerships for Business Organizations Vocabulary

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31 Terms

1

RUPA

________- Revised Uniform Partnership Act, a model for partnership legislation in about four- fifths of the states.

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2

Recitals

________- Introductory clauses in agreements setting forth bias for agreement.

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3

General Partnership

________- A voluntary association of two or more persons to carry on a business for profit.

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4

Non

________- compete clause- Clause in an agreement restricting signatory from competing with another during and after parties relationship terminates.

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5

UPA

________- Uniform Partnership Act, a model for partnership legislation in about one- fifth of the states.

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6

Joint

________ and several liability- the principle that each partner and the partnership are liable to pay all of a debt or obligation.

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7

General AGency

________- the authority of a partner to act for and bind the partnership and other partners.

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8

Wrongful dissolution

________- Departure from a partnership in breach of the partnership agreement.

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9

Joint Venture

________- A type of partnership formed to carry out a single enterprise.

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10

Dissociation

________- Departure by a partner from a partnership.

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11

Statement of Dissociation

________- Document filed with the state to identify dissociating partner and to limit the period for which partners will be liable for dissociating partners acts.

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12

General Partnership

A voluntary association of two or more persons to carry on a business for profit

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13

Personal Liability

Liability for business debt that extends beyond what is invested in a business to include an individuals personal assets

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14

UPA

Uniform Partnership Act, a model for partnership legislation in about one-fifth of the states

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15

RUPA

Revised Uniform Partnership Act, a model for partnership legislation in about four-fifths of the states

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16

Interest in the partnership

A partners right to profits (or share of losses)

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17

Joint and several liability

the principle that each partner and the partnership are liable to pay all of a debt or obligation

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18

Marshaling of assets

Partnership theory requires creditors to first exhaust partnership assets before pursuing partners individual assets

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19

partnership agreement

an agreement by two or more persons to do business together as a partnership, may be oral or written

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20

General AGency

the authority of a partner to act for and bind the partnership and other partners

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21

Statement of authority

Document filed with the secretary of state providing notice or partners who are authorized to act for partnership

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22

Statement of denial

a document filed with the secretary of state denying information in the statement of authority

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23

Recitals

Introductory clauses in agreements setting forth bias for agreement

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24

Partnership at will

a partnership with no specific term

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25

Non-compete clause

Clause in an agreement restricting signatory from competing with another during and after parties relationship terminates

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26

Wrongful dissolution

Departure from a partnership in breach of the partnership agreement

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27

Dissociation

Departure by a partner from a partnership

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28

Statement of Dissociation

Document filed with the state to identify dissociating partner and to limit the period for which partners will be liable for dissociating partners acts

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29

Pass-Through Tax Status

The tax status of a partnership in which all income is passed through to partners who pay taxes at their individual rates (after a 20% deduction, and subject to certain income thresholds and other restrictions)

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30

Check the box

Method by which businesses may elect how they wish to be taxed, namely as a corporation

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31

Joint Venture

A type of partnership formed to carry out a single enterprise

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