Organization Law

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A charter is essentially a contract between the state and the corporation.

t

A judgment creditor has the right to obtain a charging order.

t

A partnership by estoppel is a legal finding that a partnership exists even though the "partners" did not want to have a partnership.

t

A partnership may or may not have a partnership agreement as long as the tests of partnership are met.

t

According to the Uniform Partnership Act, creditors of the old partnership do remain as creditors of the new partnership.

t

According to the Uniform Partnership Act, the various forms of joint ownership by themselves do not establish partnership, whether or not the co-owners share profits made by the use of the property.

t

For tortious acts, the partners are said to be jointly and severally liable, and the plaintiff may separately sue one or more partners.

t

Generally, the S corporation pays no corporate income tax.

t

If a person receives a share of the profits of a business, it is assumed she is a partner.

t

If partners have no partnership agreement, their relations are governed by the UPA or its derivatives.

t

If the certificate of limited partnership that is filed with the secretary of state is substantially defective, a general partnership is created.

t

It is possible to become someone's partner without intending to or even realizing that partnership has been created.

t

No agreement is necessary to form a partnership.

t

Non-registration of the partnership name will violate the assumed or fictitious name statutes of most states

t

Partnerships are not taxable entities and so they do not pay income taxes.

t

The "corporate veil" means that there is a separate, legally recognized corporate entity that shields the people behind the corporation from personal liability.

t

The UPA allows partnerships to own property.

t

The Uniform Partnership Act (UPA) and the Uniform Limited Partnership Act (RUPA) is the codification and rationalization of the common-law and equitable rules that governed partnerships in the 19th century.

t

The first step in the termination of the limited liability company (LLC) is dissolution.

t

The owners of S corporation have limited liability.

t

Under Revised Uniform Partnership Act (RUPA), dissolution happens when RUPA requires the partnership to wind up and terminate.

t

Unlike corporations, partnerships can be created accidently.

t

A corporation can never be a partner in a partnership.

f

All states have adopted the UPA.

f

Corporations cannot be partners in partnerships.

f

In case of limited liability companies (LLCs), all the members are equally liable to third parties regardless of the owner's level of participation.

f

Partnership law permits an investor to put capital into a general partnership and realize tax benefits without liability for the acts of the other partners.

f


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