Partnership.

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NATURE OF A PARTNERSHIP.

IN GENERAL.

GOVERNING LAW.

FORMATION OF A PARTNERSHIP.

HOW A PARTNERSHIP IS FORMED.

Capacity.

Formalities.

Legality of purpose.

Consent.

PROOF OF PARTNERSHIP EXISTENCE.

Factors Indicating Creation of

Partnership.

Factors Not Indicating Creation of

Partnership.

FALSE REPRESNTATION OF PARTNERSHIP.

Liability of Person Held Out as

Partner.

Liability of Person Who Holds Another

Out as Partner.

PARTNERSHIP PROPERTY.

CLASSIFICATIONS.

Partnership Capital.

Partnership Property.

WHAT IS INCLUDABLE IN PARTNERSHIP

PROPERTY.

Property Deemed to Be Partnership

Property.

Property Presumed to Be Partnership

Property.

Property Presumed to Be Separate

Property.

RIGHTS OF PARTNER IN PARTNERSHIP

PROPERTY.

PARTNER’S INTEREST IN THE PARTNERSHIP.

IN GENERAL.

INTEREST IS PERSONAL PROPERTY AND

TRANSFERABLE.

RELATIONS BETWEEN PARTNERS.

MANAGEMENT PARTICIPATION.

PARTNERS DUTIES.

PARTNER’S ACCOUNT’S.

RENUMERATION.

INDEMNIFICAATION AND OTHER REPAYMENT.

BOOKS AND INFORMATION.

LEGAL ACTIONS BY AND AGAINST PARTNERS.

RELATIONS OF PARTNERS TO THIRD

PARTIES.

APPLICATION OF AGENCY LAW.

ACTUAL AUTHORITY.

APPARENT AUTHORITY.

Business of the Kind.

Conveyance of Real Property.

KNOWLEDGE AND NOTICE.

Knowledge.

Notice.

LIABILITY OF PARTNERS.

Civil Liability.

Criminal Liability.

EVENTS OF WITHDRAWL AND WINDING UP.

IN GENERAL.

WITHDRAWL.

Events of Withdrawl.

Wrongful Withdrawl.

Effect of Withdrawl.

Where Business is Not Wound Up.

Power of Withdrawn Partner to Bind the

Partnership.

Liability of Withdrawn Partner.

WINDING UP.

Events Requiring Winding Up.

Continuation of Partnership.

Conduct of Winding Up.

Partner’s Power to Bind Partnership

After an Event Requring Winding Up.

Rules for Distribution.

LIMITED LIABILITY PARTNERSHIPS.

INTRODUCTION.

FORMATION AND NAME.

EXTENT OF PARTNER’S LIABILITY.

LIMITED PARTNERSHIPS.

INTRODUCTION.

FORMATION.

Certificate of Formation.

Record’s Office.

Agent for Service of Process.

NAME OF PARTNERSHIP.

NATURE OF PARTNER’S CONTRIBUTION.

LIABILITY OF PARTNERS.

General Partner’s Liability.

Limited Partner’s Liability.

RIGHTS OF PARTNERS/

Rights of Both General and Limited

Partners.

Rights Specific to General Partners.

Rights Specific to Limited Partners.

ONE WHO ERRONEOUSLY BELIEVES HERSELF TO BE A LIMITED PARTNER.

WINDING UP AND DISTRIBUTIONS.

Winding Up.

Distributions of Assets.

LIMITED LIABILITY COMPANIES.

INTRODUCTION.

Professional Limited Liability

Companies.

FORMATION.

OPERATION AND MANAGEMENT.

Company Agreement.

Management.

Voting, Quorum, and Action.

Liability to Third Parties.

Allocation of Profits and Losses.

Transferability of Interest.

RecordKeeping.

FEDERAL TAXATION.

AGENCY AUTHORITY.

DISTRIBUTION.

WINDING UP.

ASSUMED NAME CERTIFICATE.

IN GENERAL.

FILING.

General Parnterhship.

Other Unincorporated Entities.

MATERIAL CHANGE IN FORMATION.

EFFECT OF NON-FILING.

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