Partnerships in General

How many people must be in a partnership?

2

What must the partners due to transfer the immovable property to the partnership?

Mere execution of the partnership agreement does not automatically transfer it, the partners must transfer the property to the partnership

Can you combine the 5 day agreement with the 30 day agreement?

NO

What is the equation to determine owner's equity

assets-liabiity

Name the 4 Big Ticket Items that require unanimous vote from the partnership?

1. Amend the Partnership Agreement 2. Admit New Partners 3. Terminate the partnership 4. Permite a partner to withdraw without just cause if the partnerships has been constituted for a term

For judicial purposes a partnership may:

1. Be sued 2. Have judgment collected against its assets and individual partners' assets 3. To convey partnership property 4. To keep its own books 5. To file its own federal/state tax returns

What 2 Things cannot be altered with respect to management of a general partnership?

1. Immovable property-if you HAVE to have a written partnership agreement for a partnership to acquire property in its name. 2. Formation (whether a partnership actually exists)- DARDEN elements cannot be changed: 1. Mutual consent to form a partnership and to participate in the profits which many accrue from property, skill, or industry, furnished to the business in determined portions by them 2. All parties share in the profits and losses 3. Property or stock of the enterprise must form a community of goods in which each party has a proprietary interest

What is the 3 prong test in order to determine if there is a partnership formed?

1. Mutual consent to form a partnership and to participate in the profits which many accrue from property, skill, or industry, furnished to the business in determined portions by them 2. All parties share in the profits and losses 3. Property or stock of the enterprise must form a community of goods in which each party has a proprietary interest

What are the 4 requirements for a contract of partnership to be correctly filed:

1. Name and Taxpayer identification number 2. Municipal address of its principal place of business in the state 3. Name and the municipal address of each partner, including partners in commendam

What are the three requirements for an annual report that must be filed with the secretary of state?

1. The municipal address, which cannot be a post office box only, of its principal place of business in the state 2. The names and municipal addresses, which shall not be post office boxes only, for each partner. 3. The taxpayer identification number of the partnership. Failure to include the taxpayer identication number of the partnership agreement SHALL not invalidate the agreement

What are the 7 ways a partnership can be terminated

1. Unanimous consent of the partners 2. Judgment of termination 3. Bankruptcy of partnership 4. Reduction of its membership to one person 5. Expiration of its term 6. Attainment of, or impossibility of, the object of the partnership 7. In accordance with the provisions of the partnership contract

What are the 2 rights that compose partnership interests:

1. economic rights-right to share in the economic performance 2. control rights-management and voting rights in the partnership

What are the 4 Common Law requirements for partnership by estoppel?

1. express or implied representation that one is a partner of another 2. person sought to be held liable as a partner made that representation 3. reasonable reliance in good faith 4. change in position

What are the 4 instances where a partnership may be expressly or tacitly continued?

1. when its term expires 2. when its object is attained 3. when a resolutaory condition of the contract is fulfilled 4. if the object becomes impossible-can be continued for a different object

How far ahead may a contract be delivered to be registered?

30 days in advance of the specified month day and time

After a partnership has been executed how long do you have to deliver the executed agreement?

5 days

When must the annual report be made?

Each year on or before the anniversary date of registration with the secretary of state

T/F: You cannot amend by contract the right of each partner to have a vote?

FALSE, each partner in default has a vote, but that can be changed by contract, therefore giving one partner managerial authority, or by percentage

T/F: Does failure to file the partnership agreement with the recorder of mortgages cancel the the title of immovable property as being in the partnership or the status of a partner in commended?

FALSE, failure to file these documents does not effect the title of immovable property as being in the partnership..

T:F An immovable acquired in the name of a partnership is owned by the partnership if the contract of partnership of writing was oral?

FALSE, in order for the immovable property to be owned by the partnership the agreement must be in writing otherwise the immovable property owned by the partners

T/F: Failure to include the taxpayer identification number of the partnership invalidates the partnership agreement?

FALSE, it does not invalidate the agreement nor cause the secretary of state to reject the contract

T/F: The PA may NOT stipulate penalize, and the partnership, penalties and may sue a partner if the agreed to contribution is not made

FALSE, the PA can and should include penalties

T:F/ Partners HAVE to make a contribution before or at the time the partnership is formed?

FALSE, they do not have to make a contribution they can make a contribution down the line, having a capital account set up will generally be sufficient to be deemed a partner

T/F: When there is no PA or the Pa does not address authority of the partnership you would need unanimous vote?

FALSE, you would only need majority b/c it affects management or operation of the partnership

T/F: If there r 2 partners in partnership majority vote suffices for all votes except the 4 big ticket items?

FLASE, if there are 2 partners you need unanimity on all votes

T:F The partnership agreement needs to be in writing?

False, the agreement does not need to be in writing

T:F/ A parenship must adopt a name with the name of the partners?

False, the name may be with or without the names of the partners

T:F There does not need to be a partnership agreement?

False, there must be a partnership agreement of some kind

What are the formal legal requirements for general partnership?

NO formal formation requirments

Do parentships who are formed orally have to file annual reports?

No

Has La. adopted UPA or RUPA?

No, La is governed by the Civil Code

Do partnerships pay federal tax?

No, flow through taxation

Must the persons in the partnership be natural persons?

No, they may be either natural persons or juridical persons

T/F: Each partner owes the partnership all that he has agreed to contribute to it?

TRUE

T/F: With respect to third parties the individual partners shall be deemed to own immovable property acquired in the name of the partnership until the contract of partnership is filed for registry with the secretary of state as provided by law?

TRUE

T/F: if the contribution is labor or service then the value of those services should be set forth in the PA to avoid problems?

TRUE

T:F as to third parties the individual partners shall be deemed to own immovable property acquired in the name of the partnership until the contract is filed for registry with the secretary of state?

TRUE

T:F/ Any partner can make the annual report?

TRUE

T:F All electronic filings must include an electronic or digital signature

TRUE, and it must have a magic key to determine that it was urs

T/F: Each partner is a mandatary of the partnership for all matters in the ordinary course of its business

TRUE, except for sale, lease or encumbrance of immovable property, AND the partner is acting within his authority

T:F When there is a PA that addresses the authority of partners you need unanimous consent b/c this requires amending the PA

TRUE, this is one of the 4 big ticket items

T/F: A general partnership meeting is NOT required for anything but amending the pa, terminating the partnership, admitting new partners, or permitting a partner to withdraw without just cause if the partnership has been constituted for a term

TRUE, unless the PA requires it

What are examples of intent to share in the profits and losses that must be expressed?

Tax returns, receipts, logs, capital accounts, etc

T:F Each partner in a partnership is deemed to be an agent of the other?

True

T:F Each partner is a fiduciary of the other

True

T:F People can inadvertently form a general partnership?

True, b/c there is no formal writing requirement

Immovable property that is acquired before a written partnership agreement and before it is filed in the appropriate regirsty is given retroactive effect, ie. it owned by the partnership? T:F

True, but it cannot prejudice the rights of individual partners

T:F/ if there is no name adopted the business must be conducted in the name of all the partners

True, but this really only happens if there is no pa

Generally speaking the partnership articles can be amended?

True, except for certain items

IF a PA establishes how one category is shared, then the partners will participate in the other category in the same manner? T/F:

True, i.e. establishes how profits will be split, then losses will be split another way

T:F the partnership must be district from its partners?

True, the partnership is a separate, legal entity from the individual partners. It is a legal entity that has a distinct legal existence separate from that of its members

T:F the members of a partnership must have a sharing of profits and losses?

True, they must be in determined shares. Each partner must contribute money, items, resources, services, etc. to the partnership

T:F Each partner shares equally in the profits and losses

True, unless the parents have agreed otherwise

T/F: each partner participates equally in profits, commercial benefits, and losses of the partnership

True, unless they

When is a partnership agreement deemed filed by the secretary of state?

When it is received in any office designated by the secretary of state for the receipt of such documents

After all the fees are paid for the contract of partnership it will be endorsed with the month, day, year and hour of filing, and shall say that it is registered. Is it retroactive to the time of its filing?

YES

Members of a general partnership are

joint and severally liable

Aside from the big ticket items what type of vote is needed regarding the management or operation of the partnership, unless otherwise agreed to?

majority

Who runs the central registry for contracts of partnership?

the secretary of state

for liability purposes members of a general partnership in louisiana are ______ liable

virile share rule

How is a general partnership formed, generally?

when a sole proprietorship brings in another person