DOCSLIB.ORG

UNIFORM PARTNERSHIP ACT (1997) (Last Amended 2013)

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
UNIFORM PARTNERSHIP ACT (1997) (Last Amended 2013) UNIFORM PARTNERSHIP ACT (1997) (Last Amended 2013) Drafted by the NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS and by it APPROVED AND RECOMMENDED FOR ENACTMENT IN ALL THE STATES at its ANNUAL CONFERENCE MEETING IN ITS ONE-HUNDRED-AND-TWENTY-SECOND YEAR BOSTON, MASSACHUSETTS JULY 6 - JULY 12, 2013 WITH PREFATORY NOTE AND COMMENTS COPYRIGHT © 2014 By NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS August 19, 2015 ABOUT ULC The Uniform Law Commission (ULC), also known as National Conference of Commissioners on Uniform State Laws (NCCUSL), now in its 123rd year, provides states with non-partisan, well-conceived and well-drafted legislation that brings clarity and stability to critical areas of state statutory law. ULC members must be lawyers, qualified to practice law. They are practicing lawyers, judges, legislators and legislative staff and law professors, who have been appointed by state governments as well as the District of Columbia, Puerto Rico and the U.S. Virgin Islands to research, draft and promote enactment of uniform state laws in areas of state law where uniformity is desirable and practical. • ULC strengthens the federal system by providing rules and procedures that are consistent from state to state but that also reflect the diverse experience of the states. • ULC statutes are representative of state experience, because the organization is made up of representatives from each state, appointed by state government. • ULC keeps state law up-to-date by addressing important and timely legal issues. • ULC’s efforts reduce the need for individuals and businesses to deal with different laws as they move and do business in different states. • ULC’s work facilitates economic development and provides a legal platform for foreign entities to deal with U.S. citizens and businesses. • Uniform Law Commissioners donate thousands of hours of their time and legal and drafting expertise every year as a public service, and receive no salary or compensation for their work. • ULC’s deliberative and uniquely open drafting process draws on the expertise of commissioners, but also utilizes input from legal experts, and advisors and observers representing the views of other legal organizations or interests that will be subject to the proposed laws. ULC is a state-supported organization that represents true value for the states, providing services that most states could not otherwise afford or duplicate. DRAFTING COMMITTEE FOR UNIFORM PARTNERSHIP ACT (1994) The Committee that acted for the National Conference of Commissioners on Uniform State Laws in preparing the Uniform Partnership Act (1994) was as follows: H. LANE KNEEDLER, Suite 600, 411 East Franklin Street, P.O. Box 3-K, Richmond, VA 23206, Chair GEORGE H. BUXTON, III, P.O. Box 5389, Oak Ridge, TN 37831 ROBERT H. CORNELL, 34th Floor, 101 California Street, San Francisco, CA 94111 WILLIAM C. GARDNER, 4366 Argyle Terrace, N.W., Washington, DC 20011 HARRY J. HAYNSWORTH, IV, Southern Illinois University, School of Law, Lesar Law Building, Douglas Drive, Carbondale, IL 62901 MENDES HERSHMAN, 20th Floor, 575 Madison Avenue, New York, NY 10022 THOMAS L. JONES, University of Alabama, School of Law, P.O. Box 5557, University Station, Tuscaloosa, AL 35486 MORRIS W. MACEY, Suite 700, 133 Carnegie Way, N.W., Atlanta, GA 30303 FRANCIS J. PAVETTI, P.O. Box 829, Court House Square Building, New London, CT 06320 HAROLD E. READ, JR., 5631 East Desert Vista Trail, Cave Creek, AZ 85331 HOWARD J. SWIBEL, Suite 1200, 120 South Riverside Plaza, Chicago, IL 60606 M. GAY TAYLOR, Office of Legislative Research, 436 State Capitol, Salt Lake City, UT 84114 DONALD J. WEIDNER, Florida State University, College of Law, 425 West Jefferson Street, Tallahassee, FL 32306, Reporter JOHN W. LARSON, Florida State University, College of Law, 425 West Jefferson Street, Tallahassee, FL 32306, Assistant Reporter EX OFFICIO RICHARD C. HITE, 200 West Douglas Avenue, Suite 630, Wichita, KS 67202, President K. KING BURNETT, P.O. Box 910, 115 Broad Street, Salisbury, MD 21803, Chair, Division A AMERICAN BAR ASSOCIATION ADVISORS ALLAN G. DONN, American Bar Association S. STACY EASTLAND, American Bar Association, Section of Real Property, Probate and Trust Law, Probate and Trust Division CARYL B. WELBORN, American Bar Association, Section of Real Property, Probate and Trust Law, Real Property Division EXECUTIVE DIRECTOR FRED H. MILLER, University of Oklahoma, College of Law, 300 Timberdell Road, Norman, OK 73019, Executive Director WILLIAM J. PIERCE, 1505 Roxbury Road, Ann Arbor, MI 48104, Executive Director Emeritus REVIEW COMMITTEE JOHN FOX ARNOLD, 714 Locust Street, St. Louis, MO 63101, Chair L. S. JERRY KURTZ, JR., 810 N Street, Anchorage, AK 99501 ROGER P. MORGAN, P.O. Box 588, Mystic, CT 06355 DRAFTING COMMITTEE FOR LIMITED LIABILITY PARTNERSHIP AMENDMENTS TO UNIFORM PARTNERSHIP ACT (1997) The Committee that acted for the National Conference of Commissioners on Uniform State Laws in preparing the Uniform Partnership Act (1996) was as follows: HARRY J. HAYNSWORTH, IV, William Mitchell College of Law, 875 Summit Avenue, St. Paul, MN 55105, Chair ANN E. CONAWAY ANKER, Widener University, School of Law, P.O. Box 7474, Wilmington, DE 19803 REX BLACKBURN, Suite 200, 1101 W. River Street, P.O. Box 959, Boise, ID 83701 STANLEY M. FISHER, 1100 Huntington Building, Cleveland, OH 44115 FRANCIS J. PAVETTI, P.O. Box 829, Court House Square Building, New London, CT 06320 REED L. MARTINEAU, P.O. Box 45000, 10 Exchange Place, Salt Lake City, UT 84145 JOHN M. SPANGLER, Legislative Research Commission, Room 409, State Capitol, Frankfort, KY 40601 HOWARD J. SWIBEL, Suite 1200, 120 South Riverside Plaza, Chicago, IL 60606 JUSTIN L. VIGDOR, 2400 Chase Square, Rochester, NY 14604 CARTER G. BISHOP, Suffolk University Law School, 41 Temple Street, Boston, MA 02114, Reporter EX OFFICIO BION M. GREGORY, Office of Legislative Counsel, State Capitol, Suite 3021, Sacramento, CA 95814-4996, President HENRY M. KITTLESON, P.O. Box 32092, 92 Lake Wire Drive, Lakeland, FL 33802, Chair, Division E AMERICAN BAR ASSOCIATION ADVISORS ELIZABETH G. HESTER, ABA, Richmond, VA LOU CONTI, ABA Section of Business Law, Orlando, FL STEVEN G. FROST, ABA Section of Taxation, Chicago, IL PROFESSOR THOMAS E. GEU, ABA Section of Real Property, Probate and Trust, University of South Dakota School of Law SANFORD J. LIEBSCHUTZ, ABA Section of Real Property, Probate and Trust and American College of Real Estate Lawyers, Rochester, NY EXECUTIVE DIRECTOR FRED H. MILLER, University of Oklahoma, College of Law, 300 Timberdell Road, Norman, OK 73019, Executive Director WILLIAM J. PIERCE, 1505 Roxbury Road, Ann Arbor, MI 48104, Executive Director Emeritus DRAFTING COMMITTEE ON HARMONIZATION OF BUSINESS ENTITY ACTS The Committee appointed by and representing the National Conference of Commissioners on Uniform State Laws in preparing the harmonized uniform unincorporated entity acts consists of the following individuals: HARRY J. HAYNSWORTH, 108 Addingtons, Williamsburg, VA 23188, Chair WILLIAM H. CLARK, JR., One Logan Square, 18th and Cherry Sts., Philadelphia, PA 19103- 6996, Vice-Chair ANN E. CONAWAY, 302 High Ridge Rd., Greenville, DE 19807 THOMAS E. GEU, University of South Dakota School of Law, 414 Clark St., Suite 214, Vermillion, SD 57069-2390 DALE G. HIGER, 1302 Warm Springs Ave., Boise, ID 83712 JAMES C. MCKAY, JR., Office of the Attorney General for the District of Columbia, 441 Fourth St. NW, 6th Floor S., Washington, DC 20001 MARILYN E. PHELAN, 306 Peninsula Ct., Granbury, TX 76048 WILLIAM J. QUINLAN, Two First National Plaza, 20 S. Clark St., Suite 2900, Chicago, IL 60603 KEVIN P. SUMIDA, 735 Bishop St., Suite 411, Honolulu, HI 96813 JUSTIN L. VIGDOR, 350 Linden Oaks, Suite 310, Rochester, NY 14625-2825 DAVID S. WALKER, Drake University Law School, 2507 University Ave., Des Moines, IA 50311 CARTER G. BISHOP, Suffolk University Law School, 120 Tremont St., Boston, MA 02108- 4977, Co-Reporter DANIEL S. KLEINBERGER, 1818 Twin Circle Drive, Mendota Heights, MN 55118, Co- Reporter EX OFFICIO ROBERT A. STEIN, University of Minnesota Law School, 229 19th Ave. S., Minneapolis, MN 55455, President MARILYN E. PHELAN, 306 Peninsula Ct., Granbury, TX 76048, Division Chair AMERICAN BAR ASSOCIATION ADVISORS ROBERT R. KEATINGE, 555 17th St., Suite 3200, Denver, CO 80202-3979, ABA Advisor WILLIAM J. CALLISON, 3200 Wells Fargo Center, 1700 Lincoln St., Denver, CO 80203, ABA Section Advisor ALLAN G. DONN, Wells Fargo Center, 440 Monticello Ave., Suite 2200, Norfolk, VA 23510- 2243, ABA Section Advisor WILLIAM S. FORSBERG, 150 S. Fifth St., Suite 2300, Minneapolis, MN 55402-4238, ABA Section Advisor BARRY B. NEKRITZ, 311 S. Wacker Dr., Suite 4400, Chicago, IL 60606, ABA Section Advisor JAMES J. WHEATON, 1716 Corporate Landing Pkwy., Virginia Beach, VA, 23454, ABA Section Advisor EXECUTIVE DIRECTOR JOHN A. SEBERT, 111 N. Wabash Ave., Suite 1010, Chicago, IL 60602, Executive Director Copies of this Act may be obtained from: NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS 111 N. Wabash Ave., Suite 1010 Chicago, Illinois 60602 312/450-6600 www.uniformlaws.org UNIFORM PARTNERSHIP ACT (1997) (Last Amended 2013) TABLE OF CONTENTS UNIFORM PARTNERSHIP ACT—QUICK CHRONOLOGY .................................................... 1 PREFATORY NOTE TO UNIFORM PARTNERSHIP ACT (1997) .......................................... 2 PREFATORY NOTE TO 2011 AND 2013 HARMONIZATION AMENDMENTS ...................... 6 EXPLANATORY NOTE ON THE REVISED COMMENTS ......................................................
Load more

Recommended publications
  • 14A.3-010 Entity Name
    14A.3-010 Entity name. (1) Except as authorized by subsection (24) of this section, the real name of an entity or foreign entity shall be distinguishable from any name of record with the Secretary of State. (2) The real name of a corporation or nonprofit corporation shall: (a) 1. End with the word "corporation," "company," or "limited" or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd." or words or abbreviations of like import in another language, provided, however, that if a nonprofit corporation's name includes the word "company" or the abbreviation "Co.," it may not be immediately preceded by the word "and" or the abbreviation "&"; or 2. If a professional service corporation, shall end with the words "professional service corporation" or the abbreviation "P.S.C."; and (b) Shall not contain language stating or implying that the corporation is organized for a purpose other than that permitted by its organic act and its articles of incorporation. (3) The real name of a limited liability company shall end with the phrase "limited liability company" or "limited company" or the abbreviation "LLC" or "LC," provided, however, if the company is a professional limited liability company the name shall end with the phrase "professional limited liability company" or "professional limited company" or the abbreviation "PLLC" or "PLC." In the name of either a limited liability company or a professional limited liability company, the word "limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co." (4) The real name of a limited liability partnership registered pursuant to KRS 362.555 shall contain the phrase "Registered Limited Liability Partnership" or the abbreviation "LLP" as the last words or letters of its name.
    [Show full text]
  • Partnership Management & Project Portfolio Management
    Partnership Management & Project Portfolio Management Partnerships and strategic management for projects, programs, quasi- projects, and operational activities In the digital age – we need appropriate socio-technical approaches, tools, and methods for: • Maintainability • Sustainability • Integration • Maturing our work activities At the conclusion of this one-hour session, participants will: • Be able to define partnership management and project portfolio management. • Be able to identify examples of governance models to support partnerships. • Be able to share examples of document/resource types for defining and managing partnerships within project portfolio management. • Be able to describe how equity relates to partnerships and partnership management. Provider, Partner, Pioneer Digital Scholarship and Research Libraries Provider, Partner, Pilgrim (those who journey, who wander and wonder) https://www.rluk.ac.uk/provider-partner-pioneer-digital-scholarship-and-the-role-of-the-research-library-symposium/ Partners and Partnership Management Partner: any individual, group or institution including governments and donors whose active participation and support are essential for the successful implementation of a project or program. Partnership Management: the process of following up on and maintaining effective, productive, and harmonious relationships with partners. It can be informal (phone, email, visits) or formal (written, signed agreements, with periodic review). What is most important is to: invest the time and resources needed to
    [Show full text]
  • Legislative History for Connecticut Act
    Legislative History for Connecticut Act PA 16-97 HB5259 Senate 3081-3082, (3094-3096) 5 Judiciary 989-991, 1012-1020, 34 1046-1048, 1095-1113 House Transcripts have not been received. They are available 39 on CGA website, but are not the Official copy. Contact House Clerk for assistance (860) 240-0400 Transcripts from the Joint Standing Committee Public Hearing(s) and/or Senate and House of Representatives Proceedings Connecticut State Library Compiled 2017 S - 699 CONNECTICUT GENERAL ASSEMBLY SENATE PROCEEDINGS 2016 VOL. 59 PART 9 2751 – 3097 003081 /je 331 SENATE May 4, 2016 0 Thank you, Madam President. Will the Clerk now please call Calendar Page 27, Calendar 568, House Bill 5259. THE CHAIR: Mr. Clerk. THE CLERK: On page 27, Calendar 568, Substitute for House Bill Number 5259, AN ACT CONCERNING ADOPTION OF THE CONNECTICUT UNIFORM LIMITED LIABILITY COMPANY ACT. THE CHAIR: Senator Coleman. SENATOR COLEMAN (2ND) : 0 Thank you very much, Madam President. I move acceptance of the Joint Committee's favorable report and passage of the bill in concurrence with the House. THE CHAIR: The motion is on acceptance and passage in concurrence. Will you remark, sir? SENATOR COLEMAN (2ND) : Madam President, this is a bill which makes some changes to the laws governing limited liability companies. Its rules generally apply when an LLC operating agreement does not cover a particular matter except for certain items that the bill does not allow in an agreement or that an agreement () 003082 /je 332 SENATE May 4, 2016 0 cannot change. I urge support and passage of the bill.
    [Show full text]
  • The LLC As Recombinant Entity: Revisiting Fundamental Questions Through the LLC Lens" (2009)
    Mitchell Hamline School of Law Mitchell Hamline Open Access Faculty Scholarship 2009 The LC as Recombinant Entity: Revisiting Fundamental Questions Through the LLC Lens Daniel S. Kleinberger Mitchell Hamline School of Law, [email protected] Publication Information 14 Fordham Journal of Corporate and Financial Law 473 (2009) Repository Citation Kleinberger, Daniel S., "The LLC as Recombinant Entity: Revisiting Fundamental Questions Through the LLC Lens" (2009). Faculty Scholarship. Paper 221. http://open.mitchellhamline.edu/facsch/221 This Article is brought to you for free and open access by Mitchell Hamline Open Access. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of Mitchell Hamline Open Access. For more information, please contact [email protected]. The LC as Recombinant Entity: Revisiting Fundamental Questions Through the LLC Lens Abstract Rather than being a simple hybrid, the U.S. limited liability company is better described as a recombinant entity that combines attributes of four different types of business organizations. The LLC offers an almost ineffably flexible structure, but that flexibility does not place the LLC beyond the range of traditional, formalist analysis. To the contrary, parsing the LLC in pursuit of conventional forms may allow us "to know the place for the first time." This essay uses conventional concepts to: (i) explore whether "labels matter" when LLC membership interests are described as Contract or as Property; and (ii) examine how the plight of the "bare naked assignee" relates to the LLC's status as a legal person distinct from its members. Keywords limited liability company, L.L.C., limited liability partnership, L.L.P., business organizations Disciplines Organizations Law This article is available at Mitchell Hamline Open Access: http://open.mitchellhamline.edu/facsch/221 THE LLC AS RECOMBINANT ENTITY: REVISITING FUNDAMENTAL QUESTIONS THROUGH THE LLC LENS Daniel S.
    [Show full text]
  • Partnership Agreement Example
    Partnership Agreement Example THIS PARTNERSHIP AGREEMENT is made this __________ day of ___________, 20__, by and between the following individuals: Address: __________________________ ___________________________ City/State/ZIP:______________________ Address: __________________________ ___________________________ City/State/ZIP:______________________ 1. Nature of Business. The partners listed above hereby agree that they shall be considered partners in business for the following purpose: ______________________________________________________________________________ ______________________________________________________________________________ 2. Name. The partnership shall be conducted under the name of ________________ and shall maintain offices at [STREET ADDRESS], [CITY, STATE, ZIP]. 3. Day-To-Day Operation. The partners shall provide their full-time services and best efforts on behalf of the partnership. No partner shall receive a salary for services rendered to the partnership. Each partner shall have equal rights to manage and control the partnership and its business. Should there be differences between the partners concerning ordinary business matters, a decision shall be made by unanimous vote. It is understood that the partners may elect one of the partners to conduct the day-to-day business of the partnership; however, no partner shall be able to bind the partnership by act or contract to any liability exceeding $_________ without the prior written consent of each partner. 4. Capital Contribution. The capital contribution of
    [Show full text]
  • Uniform Partnership Act (1997) Uniform Limited Partnership Act (2001) Uniform Limited Liability Company Act (2006) Uniform Limited Cooperative Association Act (2007)
    D R A F T FOR DISCUSSION ONLY Amendments to: UNIFORM PARTNERSHIP ACT (1997) UNIFORM LIMITED PARTNERSHIP ACT (2001) UNIFORM LIMITED LIABILITY COMPANY ACT (2006) UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (2007) NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS FOR RECORD OWNERS OF BUSINESS ACT NOVEMBER 18, 2007 DRAFTING COMMITTEE MEETING Without Prefatory Notes and With Comments Copyright 82007 By NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS ____________________________________________________________________________________________ The ideas and conclusions set forth in this draft, including the proposed statutory language and any comments or reporter=s notes, have not been passed upon by the National Conference of Commissioners on Uniform State Laws or the Drafting Committee. They do not necessarily reflect the views of the Conference and its Commissioners and the Drafting Committee and its Members and Reporter. Proposed statutory language may not be used to ascertain the intent or meaning of any promulgated final statutory proposal. November 5, 2007 DRAFTING COMMITTEE ON RECORD OWNERS OF BUSINESS ACT The Committee appointed by and representing the National Conference of Commissioners on Uniform State Laws in preparing this Act consists of the following individuals: HARRY J. HAYNSWORTH, IV, 2200 IDS Center, 80 S. 8th St., Minneapolis, MN 55402, Chair BRUCE A. COGGESHALL, One Monument Sq., POrtland, ME 04101 DAVID G. NIXON, 2340 Green Acres Rd., Suite 12, Fayetteville, AR 72703 STEVE WILBORN, 306 Tower Dr., Shelbyville, KY 40065 NORA WINKELMAN, Office of General Counsel, 333 Market St., 17th Flr., Harrisburg, PA 17101 WILLIAM H. CLARK, JR., One Logan Square, 18th and Cherry Streets, Philadelphia, PA 19103-6996, Reporter EX OFFICIO MARTHA LEE WALTERS, Oregon Supreme Court, 1163 State St., Salem, OR 97301-2563, President WILLIAM H.
    [Show full text]
  • Uniform Partnership Act (Upa) (1997) (Last Amended 2013)
    111 N. Wabash Ave. Suite 1010 Chicago, IL 60602 Uniform Law Commission (312) 450-6600 tel NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS (312) 450-6601 fax www.uniformlaws.org WHY YOUR STATE SHOULD ADOPT THE UNIFORM PARTNERSHIP ACT (UPA) (1997) (LAST AMENDED 2013) The original Uniform Partnership Act was drafted in 1914 and enacted in every state except Louisiana. In 1997 it was completely revised. This revised version of the act is frequently referred to as the Revised Uniform Partnership Act. UPA (1997) was enacted in approximately three-fourths of the states. The 2011 and 2013 amendments to UPA (1997), approved as part of the Harmonization of Business Entity Acts project, expand the comprehensiveness of the act significantly, incorporate statutory and case law developments since its initial promulgation, and harmonize the language in the provisions that are similar to the other uniform and model unincorporated entity acts. It is the foundational unincorporated business entity statute. Every state should enact it. States that enacted UPA (1997) before the Harmonization project amendments should consider adopting UPA (1997), either as a stand-alone act or as Article 3 of the Uniform Business Organizations Code. The following list describes the more significant changes to UPA (1997), as amended: • Flexible Structure. UPA (1997) is a default statute for matters not covered by the partnership agreement. In general, the partnership agreement expressly controls over the statutory language in the act so that partners may tailor their management structure to meet their business needs. • Cohesive Entity. UPA (1997) defines a partnership explicitly as an entity, not an aggregate.
    [Show full text]
  • Limited Liability Partnerships
    inbrief Limited Liability Partnerships Inside Key features Incorporation and administration Members’ Agreements Taxation inbrief Introduction Key features • any members’ agreement is a confidential Introduction document; and It first became possible to incorporate limited Originally conceived as a vehicle liability partnerships (“LLPs”) in the UK in 2001 • the accounting and filing requirements are for use by professional practices to after the Limited Liability Partnerships Act 2000 essentially the same as those for a company. obtain the benefit of limited liability came into force. LLPs have an interesting An LLP can be incorporated with two or more background. In the late 1990s some of the major while retaining the tax advantages of members. A company can be a member of an UK accountancy firms faced big negligence claims a partnership, LLPs have a far wider LLP. As noted, it is a distinct legal entity from its and were experiencing a difficult market for use as is evidenced by their increasing members and, accordingly, can contract and own professional indemnity insurance. Their lobbying property in its own right. In this respect, as in popularity as an alternative business of the Government led to the introduction of many others, an LLP is more akin to a company vehicle in a wide range of sectors. the Limited Liability Partnerships Act 2000 which than a partnership. The members of an LLP, like gave birth to the LLP as a new business vehicle in the shareholders of a company, have limited the UK. LLPs were originally seen as vehicles for liability. As he is an agent, when a member professional services partnerships as demonstrated contracts on behalf of the LLP, he binds the LLP as by the almost immediate conversion of the major a director would bind a company.
    [Show full text]
  • Basic Concepts Page 1 PARTNERSHIP ACCOUNTING
    Dr. M. D. Chase Long Beach State University Advanced Accounting 1305-87B Partnership Accounting: Basic Concepts Page 1 PARTNERSHIP ACCOUNTING I. Basic Concepts of Partnership Accounting A. What is A Partnership?: An association of two or more persons to carry on as co-owners of a business for a profit; the basic rules of partnerships were defined by Congress: 1. Uniform Partnership Act of 1914 (general partnerships) 2. Uniform Limited Partnership Act of 1916 (limited partnerships) B. Characteristics of a Partnership: 1. Limited Life--dissolved by death, retirement, incapacity, bankruptcy etc 2. Mutual agency--partners are bound by each others’ acts 3. Unlimited Liability of the partners--the partnership is not a legal or taxable entity and therefore all debts and legal matters are the responsibility of the partners. 4. Co-ownership of partnership assets--all assets contributed to the partnership are owned by the individual partners in accordance with the terms of the partnership agreement; or equally if no agreement exists. C. The Partnership Agreement: A contract (oral or written) which can be used to modify the general partnership rules; partnership agreements at a minimum should cover the following: 1. Names or Partners and Partnership; 2. Effective date of the partnership contract and date of termination if applicable; 3. Nature of the business; 4. Place of business operations; 5. Amount of each partners capital and the valuation of each asset contributed and date the valuation was made; 6. Rights and responsibilities of each partner; 7. Dates of partnership accounting period; minimum capital investments for each partner and methods of determining equity balances (average, weighted average, year-end etc.) 8.
    [Show full text]
  • Washington's New LLC
    Washington’s New LLC Act This summary was prepared by Douglas L. Batey and Brian J. Todd, co-chairs of the Partnership and LLC Law Committee of the Business Law Section of the Washington State Bar Association I. BACKGROUND Washington first enacted its Limited Liability Company Act in 1994 (the “LLC Act”). The LLC Act has been amended piecemeal several times, and last year the LLC Act and the Business Corporation Act were significantly amended to authorize entity conversions. That change allowed conversions between Washington limited liability companies (“LLCs”), corporations, and limited partnerships, as well as allowing entities formed under the laws of another state to convert into Washington LLCs and corporations, and vice versa. LLCs have become the leading type of entity used for new business formations in Washington. For example, in 2014 there were 37,994 new LLCs formed in Washington, compared to 7,384 new business corporations. LLCs are used for a wide variety of types and sizes of businesses. LLCs may be formed in each of the 50 states, and LLCs formed in Washington may qualify to transact business in every state. The Partnership and LLC Law Committee of the WSBA’s Business Law Section (the “Committee”) began considering revisions to Washington’s LLC Act in 2008. After an initial review of the Uniform Law Commission’s Revised Uniform Limited Liability Company Act (“RULLCA”), the Committee decided to focus on modernizing and improving Washington’s LLC Act instead of recommending the adoption of RULLCA. The Committee accordingly began in 2009 a detailed process of reviewing, revising and updating the LLC Act.
    [Show full text]
  • Limited Partnerships
    INTELLECTUAL PROPERTY AND TRANSACTIONAL LAW CLINIC LIMITED PARTNERSHIPS INTRODUCTORY OVERVIEW A limited partnership is a business entity comprised of two or more persons, with one or more general partners and one or more limited partners. A limited partnership differs from a general partnership in the amount of control and liability each partner has. Limited partnerships are governed by the Virginia Revised Uniform Partnership Act,1 which is an adaptation of the 1976 Revised Uniform Limited Partnership Act, or RULPA, and its subsequent amendments. HOW A LIMITED PARTNERSHIP IS FORMED To form a limited partnership in Virginia, a certificate of limited partnership must be filed with the Virginia State Corporation Commission. This is different from general partnerships which require no formal recording with the Commonwealth. The certificate must state the name of the partnership,2 and, the name must contain the designation “limited partnership,” “a limited partnership,” “L.P.,” or “LP;” which puts third parties on notice of the limited liability of one or more partners. 3 Additionally, the certificate must name a registered agent for service of process, state the Post Office mailing address of the company, and state the name and address of every general partner. The limited partnership is formed on the date of filing of the certificate unless a later date is specified in the certificate.4 1 VA. CODE ANN. § 50, Ch. 2.2. 2 VA. CODE ANN. § 50-73.11(A)(1). 3 VA. CODE ANN. § 50-73.2. 4 VA. CODE ANN. § 50-73.11(C)0). GENERAL PARTNERS General partners run the company's day-to-day operations and hold management control.
    [Show full text]
  • Effects of Partner Characteristic, Partnership Quality, and Partnership Closeness on Cooperative Performance: a Study of Supply Chains in High-Tech Industry
    Management Review: An International Journal Volume 4 Number 2 Winter 2009 Effects of Partner Characteristic, Partnership Quality, and Partnership Closeness on Cooperative Performance: A Study of Supply Chains in High-tech Industry Mei-Ying Wu Department of Information Management Chung-Hua University Hsin-Chu Taiwan, Republic of China Email: [email protected] Yun-Ju Chang Department of Information Management Chung-Hua University Hsin-Chu Taiwan, Republic of China Email: [email protected] Yung-Chien Weng Department of Information Management Chung-Hua University Hsin-Chu Taiwan, Republic of China Email: [email protected] Received May 28, 2009; Revised Aug. 14, 2009; Accepted Oct. 21, 2009 ABSTRACT Owing to the rapid development of information technology, change of supply chain structures, trend of globalization, and intense competition 29 Management Review: An International Journal Volume 4 Number 2 Winter 2009 in the business environment, almost all enterprises have been confronted with unprecedented challenges in recent years. As a coping strategy, many of them have gradually viewed suppliers as “cooperative partners”. They drop the conventional strategy of cooperating with numerous suppliers and build close partnerships with only a small number of selected suppliers. This paper aims to explore partnerships between manufacturers and suppliers in Taiwan’s high- tech industry. Through a review of literature, four constructs, including partner characteristic, partnership quality, partnership closeness, and cooperative performance are extracted to be the basis of the research framework, hypotheses, and questionnaire. The questionnaire is administered to staff of the purchasing and quality control departments in some high-tech companies in Taiwan. The proposed hypotheses are later empirically validated using confirmatory factor analysis (CFA) and structural equation modeling (SEM).
    [Show full text]