BLAW 308 Ch 37 PowerPoint 1 
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Partnerships have existed for thousands of
DETAILS:
years. partnership can be created with no formalities, its partners are managers, partners are fiduciaries, partners have unlimited liability, and partners share profits and losses
Example
Two students agree to buy basketball tickets, to resell them (scalping), and to share the profits. They may not intend to create a partnership, but they have.
If one of the students has a bad night and loses money on his sales, the other student must assume a share of the loss. Neither student should be selling tickets for his personal profit when he has partnership tickets to sell, or else he breaches the fiduciary duty of competing with the partnership. They also share the power to decide what tickets to buy. Some Nuances: the partnership and LLP are essentially the same form.
The LLP is a limited liability partnership-- a partnership for which the partners have chosen limited liability.
Each has only one class of partners
The limited partnership and the LLLP are essentially the same form. The LLLP is a limited liability limited partnership -- a limited partnership whose partners have chosen limited liability for the general partner each has only two classes of partners
Creation of
Partnership
1.
2.
3.
4.
Association of 2 or more persons
Carrying on a business co-ownership (share profits and management) For profit
1. Association of 2 or more persons
Note that no person may be forced to be a partner of another person.
Persons can be other entity types
2. Carrying on a business
Any type of business will suffice
co-ownership (share profits and management) sharing profits is the most important factor establishing a partnership, and that sharing management is the second most important. Together, the two almost always ensure that a partnership results.
Additional Example: Two business consultants share the revenues of a business and the expenses of the
0
3
W
BLA
7
3
r e t p a
Ch
erg b d l o
G
r o s s e f o
Pr
Partnerships have existed for thousands of
DETAILS:
years. partnership can be created with no formalities, its partners are managers, partners are fiduciaries, partners have unlimited liability, and partners share profits and losses
Example
Two students agree to buy basketball tickets, to resell them (scalping), and to share the profits. They may not intend to create a partnership, but they have.
If one of the students has a bad night and loses money on his sales, the other student must assume a share of the loss. Neither student should be selling tickets for his personal profit when he has partnership tickets to sell, or else he breaches the fiduciary duty of competing with the partnership. They also share the power to decide what tickets to buy. Some Nuances: the partnership and LLP are essentially the same form.
The LLP is a limited liability partnership-- a partnership for which the partners have chosen limited liability.
Each has only one class of partners
The limited partnership and the LLLP are essentially the same form. The LLLP is a limited liability limited partnership -- a limited partnership whose partners have chosen limited liability for the general partner each has only two classes of partners
Creation of
Partnership
1.
2.
3.
4.
Association of 2 or more persons
Carrying on a business co-ownership (share profits and management) For profit
1. Association of 2 or more persons
Note that no person may be forced to be a partner of another person.
Persons can be other entity types
2. Carrying on a business
Any type of business will suffice
co-ownership (share profits and management) sharing profits is the most important factor establishing a partnership, and that sharing management is the second most important. Together, the two almost always ensure that a partnership results.
Additional Example: Two business consultants share the revenues of a business and the expenses of the