Beruflich Dokumente
Kultur Dokumente
1) Partnership
2. Limited liability companies (LLC), Limited liability partnerships(LLP), and Joint ventures
a) Nature: member=owner, members may involve in business without losing liability shield
4). Corporation
a) S Corp:
1. Partnership
c) Estoppels: liability extends only to the partners who consented to the “agent” for
misrepresentation
d) Dissociation:
2. Limited partnership:
3. LLC
a) Filing: Article of organization; operating agreement among members (states member rights and
how the business conducted);
c) Distribution: creditor>capital>profit
4 Corporations
b) Defects in formation: De jure corp de facto corp corp by estoppels Non corp (personal
liable)
c) Dissolution:
Process: Board approval S.H approval State Filing Certificate Appraisal (FV of shares)
Quasi-reorg: eliminate deficit to pay dvd by revaluate asset at NRV amt of deficit charge
deficit to PIC
1. Partnership:
a) Interest in partnership (personal property): assignable; profit/loss + surplus (P&L are shared
equally regardless of unequal capital distribution or service unless agreement specifies)
2. Limited partnership:
3. Corporations
b) Par value shares may not be issued for less than par value
1. Partnership:
b) Rights by default: equal right to conduct business; share in P&L& asset, books &info, formal
accounting of partnership affairs
d) Liability:
i. Contract:
Partner’s dealing > bond authority other partners are not liable
e) Action b/t partner & partnership: suit in equity for dissolution and accounting; action at law
c) Allowable service under RULPA by limited partner: contractor consulting& advising, surety,
voting; (under ULPA, only cash or property, no service)
3. Corporation
a) Powers:
b) Corp Liability: