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Flashcards

Chapter 37

Sofia Mehany Law English 52 cards

Cards in this deck (52)

  1. 1Once all of the partnership assets have been gathered the assets are —————Distributed to the partners or any creditors the partnership might have
  2. 2Once a partnership has been has been dissolved the remaining partners can decide toContinue the partnership or create a new partnership
  3. 3If a partner decides not to continue in the partnership this partner must receiveHis or her interest in the partnership
  4. 4Once a partnership has been dissolved the remaining partners can decide to ———-Continue the partnership or create a new partnership
  5. 5An agreement between at least one general partner and least one limited partner is known as ———- partnershipLimited
  6. 6The law governing limited partnerships is the ————Revised uniform limited partnership act RULPA
  7. 7The structure of an ———- partnership is governed by state statutesLimited
  8. 8The partners of a limited partnership must file a certificate of limited partnership with the ———-of stateSecretary
  9. 9In a limited partnership a partner who has the right to share in the profits of the business and receive an account of the partnership is known as an————— partnerLimited
  10. 10In a limited parternership a general partner who wants to add a partner must have theConsent of all partner
  11. 11The RULPA gives some special rights to limited parnerners for example if a general partner fails to bring a lawsuit on behalf of the partnershipThe limited partner can bring the suit
  12. 12The duties and liabilities of the partners in the limited parternship include the following the general partner has unlimited personal liability for the debts of the partnership and the limited partner hasLiability which is restricted to the amount that they Invested in the business
  13. 13Dissolution of the limited partnership is very similar to the dissolution of a ———The general partnership
  14. 14If a limited partnership is dissolved then the partnerships assets first are distributedTo third party creditors
  15. 15In a limited partnership an additional right of limited partner is that they often recoverTheir investment before general partners do
  16. 16A limited paernetrs limited personal liability depends on the partner maintaining three condition these are that the limited partner1- has complied in good faith with the requirement that a certificate of limited partnership is field
    2- does not perticipate in the control of the business
    3- and his or her name is not part of the partnerships name
  17. 17The law the oversees the dissolution of a limited partnership is ———-RULPA
  18. 18When the dissolution of the partnership does not violate the ——— ————- we say that the partnership is rightfully dossolvedPartnership agreement
  19. 19If a partnership is dissolved then all the ——— can demand that the business be wound up and all can participate in that processPartners
  20. 20If a partner dissolved the partnership in violation of the partnership agreement the partner can be heldLiabile for wrongful dissolution
  21. 21Parnetrs have th empower as a general rule to dissolve the ———— at almost anytimePartnership
  22. 22What are the circumstance provided by law that can dissolve a partnershipIf a partner dies , if a partner is adjudicated bankrupt , or if the partnership business engages in an activity that suddenly become illegal
  23. 23A partnership can be dissolved when a partner applies to the court to dissolve the partnership for any of the following reasonsA partner is adjudicated insane , it become impractical to carry out the business , partner is incapable of carrying
  24. 24Susan was a partner at a bridal supply store one of the partners jerry stole. Of the assets of the partnership and thus caused the dissolution of the partnership jerry—————-Can be held liable for wrongful dissolution
  25. 25The activities that are party of the winding up process areThe activity of completing unfinished partnership business, collecting and paying debts, collecting partnership assets, taking inventory
  26. 26An ——— can demand the winding up process for the dissolution of a partnershipPartner
  27. 27If the partner liabilities for the partnership are greater then their liquidate assists the ————Partners are liable for the losses
  28. 28After the dissolution of an ———- the remaning partneters may choose to continue the partnershipPartnership
  29. 29An agreement that states that partners can preserve a partnership business is known as ———— agreementContinuation
  30. 30————— of a partnership is complete when any partner stops fulfilling the role of a partner to the businessDissolution
  31. 31In an LLC each member is allowed to participate in ———-the Management of the company
  32. 32The uniform limited liability compantHas not been accepted by many states
  33. 33In an LLC each partner has limited liability which is dependent upon the investment he or she makes while still receiving theTax breaks often afforded to those in a partnership
  34. 34An additional advantage of the LLC is theFlexibility it offers members in terms of alternative ways to stucture its management
  35. 35Which aspects characterizes a general partner1- has all the right associated with controlling the business
    2- has authority to act as an agent of the partnership
  36. 36Dissolution of the partnership can occur by anAn act of the partners, an operation of the law, an act of the court
  37. 37Parners have the power to dissolve the partnership at any time becauseThe partnership is a voluntary relationship
  38. 38One way a partnership can be dissolved is when the partners have agreed to —————Dissolve the partnership at a particular time
  39. 39A partnership isA voluntary and consensual relationship
  40. 40Parners can agree to dissolve an ———— once a certain objective has been achievedThe partnership
  41. 41The winding up phase of a partnership is the activityOf completing unfinished partnership business
  42. 42The partnership ———— will indicate how a partner can withdraw and end their associateion with the other partnersAgreement
  43. 43T/F A limited partner is also an agent of the partnershipFalse
  44. 44An ———- at will allows the parties to withdraw at any reason from the agreementPartnership
  45. 45To ensure that a dissolving partner does not create additional liablity for the partnership firms usually take active steps to ———-Notify third party about the dissolution
  46. 46The partnership ———- will dictate the protocol to expel a partner from the partnershipAgreement
  47. 47Certificate of limited partnershipA document signed on the formation of a limited partnership and field with the Secretary of State
  48. 48DissolutionThe change in the relation of parners caused by any partners ceasing to be associated with the carrying on of the partnership business
  49. 49Limited partnershipA partnership consisting of at least one gerneral partner and at least one limieted partner in which the gerneral partnerners assume all liability for the partnerships debts
  50. 50Rightfully dissolvedA term applied to the dissolution of a partnership in away that does not violate the partnership agreement
  51. 51Winding upthe process of completing unfinished partnership business
  52. 52Wrongful dissolutionA partnership dissolution that violates the partnership agreement

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Law Flashcards on Chapter 37, created by Sofia Mehany on 25/10/2017.
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Sofia Mehany
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