Across
- 2. in an LLLP, each partner has equal management rights and ANY matter relating to the entity's activities can be decided by a...
- 3. in an LLP each partner has an _________ to participate in the management of the partnership's business conduct and affairs
- 9. actions that are significant or __________ include deciding to dissolve, to continue partnership after a partner's dissociation, to merge, to sell all/substantially all of partnership's assets, to amend the partnership contract and to admit a new partner to the partnership
- 16. in a general partnership, all partner actions OUTSIDE OF the ordinary-course-of-business AND decisions that are major/signifigant must have ____________; if he does not have it the acting partner will be liable for the consequences of his action
- 17. if a 3rd party believes that a partner had authroity to act for the general partnershp because of the general partnership's manifestations, ___________________ exists and the partnership is bound
- 18. under ULLCA, a _____________ llc gives all members equal rights to manage and conduct the business, and majority vote is required for ordinary course of business decisions and unanimous vote for significant matters
- 19. corporation by estoppel does not require any reliance or ____________
- 20. under DLLCA, each member and manager has the authority to manage the the partnership in proportion to their share of the profits; 50% or more controls
- 21. Under _________, each member and manager has the authority to bind the llc by defualt
- 22. all general partners are agents of the partnership with ______________ authority to bind or act for the partnership in the actions within the scope of the partnership's ordinary course of business
- 24. in a limited partnership, _________________ have the same binding and management authority as partners in general partnerships
- 25. under ULLCA, a _______________ llc gives all managers (but not members) equal rights to manage and conduct the business, and majority vote of the managers is required for ordinary course of business decisions
- 26. limited partners have _________________ to bind or manage the lp
Down
- 1. in a __________________ all partners are agents of the partnership (with same authority/restrictions as partners in general partnership)
- 4. all partners have an equal right to manage in a ...
- 5. the type of business that the partnership normally carries on and in the manner they usually undertake that activity
- 6. when a technical error invalidated an incorporation/llc-formation, the entity can still be treated as a corporation/llc when (1) there was a state corp/llc statute, (2) the people made a bonafide (good faith) and colorable (honest) attempt to comply with the statute's protocol for organizing, and (3) the entity actually used or exercised corporate/llc powers or privileges
- 7. doctrines for ________________ are recognized to prevent windfall and to recognize the bargain that parties intended to contract
- 8. in a general partnership, when a partner does not approve of an action in the ordinary-course-of-business, that another partner wants to take, and the 3rd party knows of the partner's disapproval, the partnership is not bound if the partner acts without ___________; the acting partner will be liable for the consequences of his action
- 9. under ULLCA, managers are agents of the LLC and have the authority to bind the LLC in the ordinary course of business
- 10. if a third party treats an entity as a corporation/llc, that third party may be estopped from denying the entity's corporateness, if the denial would result in unjust harm to the entity. Conversely, if an entity holds itself out as a corporation (even though it is not), that entity will be estopped from denying its own corporateness to avoid an obligation or to obtain an unfair benefit.
- 11. which element of defacto incorporation is more flexible for llcs than for corporations, due to llc's informal nature
- 12. in a limited partnership, there must be __________________ partner approval to sell all or substantially all of the partnership's assets and to amend the LP agreement
- 13. under ULLCA, an llc can file a ___________ that announces that a specific member has limited or no authority to bind the llc, but this filing alone doesn't count as evidence of that the 3rd party had notice or knowledge of the members lack of authority
- 14. in a limited partnership, there must be ____________ approval to admit new partners, dissolve, or continue a partnership after a general partner's withdrawal
- 15. Under _________, in a member managed llc, being a member doesn't automatically make the member an agent. Need to apply Agency law to determine if the member could have bound the llc.
- 23. in LLLPs, __________________ have the full authority to manage and bind the partnership