Chapter 28  What is a general partnership? An association of two or more people who are co-owners and co-managers of the business and who share in the profits of their ongoing business  What is necessary in terms of a government filing to form a general partnership? No formal document or government filing in necessary to form a general partnership  What is the difference between a term partnership and a partnership at will? Term partnership: partners set a specific date or event for when the partnership will be dissolved Partnership at will: partners agree to continue association indefinitely  What is the difference between an express partnership and an implied partnership? Express: Oral or written agreement Implied: The law may consider a partnership based on conduct  What is the Revised Uniform Partnership Act (RUPA)? A model partnership drafted and occasionally revised by the National Conference of Commissioners on Uniform State Laws.  What are the taxation requirements for a general partnership? Pass through entity, pays no corporate tax, reflected on the owner’s taxes  What is the default rule regarding the sharing of profits and losses among the partners in a general partnership?  What is a limited partnership? Exists by virtue of a state statute that recognizes one or more partners as managing the business while other partners participate only in terms of contributing capital or property  What is the general rule regarding a limited partner’s liability for the partnership’s debts and liabilities in a limited partnership? Each general partner in a Limited Partnership is personally liable for all the partnership’s debts and liabilities, based on how much the other partner contributed.  What is a family limited partnership? Limited partnership used for estate planning (rich families)  What document must be filed with the appropriate public official to convert a general partnership into a limited liability partnership (LLP)? Statement of Qualification  What is windup? After dissolution, the process of paying the debts of the partnership and liquidating and/or distributing the remaining assets  How did the New York appellate court, in an opinion written by Judge Cardozo, rule in Meinhard v. Salmon et al. (1928)? Partnership agreement to lease a hotel, Salmon signed a thing without Meinhard knowing, Salmon breached duty of loyalty and required Salmon to send Meinhard half of the new lease interest