Across
- 3. owes a (i) duty of care, (ii) duty of loyalty, and (iii) good faith and fair dealing
- 6. associations formed for a limited time or limited purpose (often in commercial transactions with high cost and high risk)
- 7. A partnership that continues and exists indefinitely
- 8. LLCs are formed by filing either a __________ (or in delaware filing a certificate for formation), paying fees and minimum franchise tax, and having at least 1 member
- 12. A partnership with one or more general partners, who manage but have unlimited liability, and one or more limited partners, who do not manage but have limited liability
- 15. if _______ _______ exists, presume a gp does exist. But, this does not have to be present for a gp to exist
- 17. if only ______ ______ of property exists, presume a gp doesn't exist
- 19. an extremely flexible form that can be governed by principles of equity from corporation and fiduciary duty law if the ______ state statue either doesn't exist or doesn't cover the issue at hand
- 23. when a partner leaves the partnership voluntarily or involuntarily
- 24. a partner’s actions _______ ________ _______ ______ bind the partnership only if all other partners authorize it.
- 25. if all parties have ____ _____ ___ _______, this is strong evidence that a gp exists
- 26. co-owners of unincorporated entities are called _________. But owners do not need to use this label to form a general partnership
- 27. formed when 2+ people associate to carry on as co-owners of a business for profit, regardless of whether they intended to form a partnership or not
- 28. The process by which a partnership ceases to exist. All assets are disposed of, all creditors are paid, and the partners or members receive distributions of any remainder
- 29. owner of a soleproprietorship has ____________, meaning he's responsible for all debts, losses, and liabilities.
- 30. debt repayment, rent payments, and employee compensation are ___ ____ ______ and aren't evidence of a GP
- 31. A partnership formed for a particular length of time or for a particular undertaking
- 32. formed by initially filing as ______ with the state, by refiling after dissolvingan lp, or when an existing lp amends its document already filed with the state
- 33. governed by rupa and normally limited to professional services; requires filing with the state
Down
- 1. before an effective lp is formed, the partners must affirmatively agree, the ______ __ ______ _______ must be filed, you need at least 1 person as a gp and 1 person as an lp
- 2. If a partner's action was ___________, and 3rd party knew partner's action was __________, partnership will not be bound
- 4. A court order seizing a partner’s transferable interest for the benefit of a judgment creditor of that partner – like a lien
- 5. can't eliminate duty of loyalty or goodfaith; Cannot unreasonably reduce duty of care
- 9. the type of business the partnership usually carries on in a manner in which they usually undertake
- 10. jointly and severally personally liable for the obligations of the partnership
- 11. the partnership with a liability shield, and is similar to limited partnerships, must have what in the name?
- 13. formation contract not needed; general partnership requires only the _________ ___ ______ to be partners, through actions, oral agreements, or 3rd party representations
- 14. a business owned and run by a single person, with no legal distinction between the owner and the business
- 16. after dissolution is triggered, the partnership continues to operate for limited purposes
- 18. some states require the abbreviation ___ to be in the partnership name, but not all states do
- 20. if only _____ ______ _____ exists, presume a gp doesn't exist
- 21. doctrine where parties unintentionally or unknowingly manifested an intent to form a partnership
- 22. a partner’s act is apparently for carrying on the partnership’s business in its ordinary course (or in the usual way)