Chapter 3 General Partnerships for Business Organizations Vocabulary

RUPA

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

Recitals

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

General Partnership

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

Non

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

UPA

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

Joint

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

General AGency

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

Wrongful dissolution

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

Joint Venture

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

Dissociation

________- Departure by a partner from a partnership.

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.

General Partnership

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

Personal Liability

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

UPA

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

RUPA

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

Interest in the partnership

A partners right to profits (or share of losses)

Joint and several liability

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

Marshaling of assets

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

partnership agreement

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

General AGency

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

Statement of authority

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

Statement of denial

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

Recitals

Introductory clauses in agreements setting forth bias for agreement

Partnership at will

a partnership with no specific term

Non-compete clause

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

Wrongful dissolution

Departure from a partnership in breach of the partnership agreement

Dissociation

Departure by a partner from a partnership

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

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)

Check the box

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

Joint Venture

A type of partnership formed to carry out a single enterprise