Business Law Chapter 37/38

Information Return

A tax return submitted by a partnership that reports the income earned by the business. The partnership as an entity does not pay taxes on the income received by the partnership. A partner;s profit from the partnership (whether distributed or not) is taxed as individual income to then individual partner.

Limited Liability limited partnership

A type of limited partnership. The difference between a limited partnership and an LLLP is that the liability of the general partner in an LLLP is the same as the liability of the limited partner. That is, the liability of all partners is limited to the amount of the investments in the firm.

Partnership

An agreement by two or more persons to carry on, as co owners, a business for profit

Syndicate

An investment group of persons or firms brought together for the purpose of financing a project that they would not or could not undertake independently

Pass-through entity

Any entity that does not have its income taxed at the level of that entity; examples are partnerships, S corporations, and limited liability companies

Cooperative

As an association that is organized to provide an economic service to its members (or shareholders). An incorporated cooperative is a nonprofit corporation. It will make distribution of dividends, or profits, to its owners on the basis of their transactions with the cooperative rather than on the basis of the amount of capital they contributed. Examples of cooperatives are consumer purchasing cooperatives, credit cooperatives and farmer's cooperatives.

Joint and several liability

In partnership law, a doctrine under which a plaintiff may sue, and collect a judgement from, one or more of the partners separately (severally or individually) or all of the partners together (jointly) This is true even if one or the partners sued did not participate in, ratify, or know about whatever gave rise to the cause of action.

Winding up

The second of two stages involved in the termination of a partnership or corporation. Once the firm is dissolved, it continues to exist legally until the process of winding up all business affairs (collecting and distributing the firm's assets) is complete.

Member

The term used to designate a person who has an ownership interest in a limited liability company

Crowdfunding

A cooperative activity in which the people network and pool funds and other resources via the internet to assist a cause (such as disaster relief) pr invest in a venture (business)

Business plan

A document describing a company, its products, and its anticipated future performance. Creating a business plan is normally the first step in obtaining loans or venture-capital funds for a new business enterprise

Limited Liability partnership

A form of partnership that allows professionals to enjoy the tax benefits of a partnership while limiting their personal liability for the malpractice of other partners.

Limited liability company

A hybrid form of business enterprise that offers the limited liability of the corporation bu the tax advantages of a partnership

Joint stock company

A hybrid form of business organization that combines characteristics of a corporation (shareholders-owners, management by directors and officers of the company, and perpetual existence) and a partnership (it is formed by agreement, not statute; property is usually held in the names of the members; and the shareholders have personal liability for business debts) Usually the joint stock company is regarded as a partnership for tax and other legally related purposes

Joint venture

A joint undertaking of a specific commercial enterprise by an association of persons. A joint venture is normally not a legal entity and is treated like a partnership for tax and other legally related purposes.

Partnership by estoppel

A judicially created partnership that may, at the court's discretion, be imposed for purposes of fairness. The court can prevent those who present themselves as partners (but who are not) from escaping liability if a third person relies on an alleged partnership in good faith and is harmed as a result.

Family limited liability partnership

A limited liability partnership in which the majority of the partners are persons related to each other, essentially as spouses, parents, grandparents, siblings, cousins, nephews, or nieces. A person acting in a fiduciary capacity for persons so related could also be a partner. All of the partners must be natural persons or persons acting in a fiduciary capacity for the benefit of natural persons.

Limited partnership

A partnership consisting of one or more general partners (who manage the business and are liable to the full extent of their personal assets for debts of the partnership) and one or more limited partners (who contribute only assets and are liable only to the extent of their contributions)

Venture capitalist

A person or entity that seeks out promising entrepreneurial ventures and funds them in exchange for equity stakes

Business trust

A voluntary form of business organization in which investors (trust beneficiaries) transfer cash or property to trustees in exchange for trust certificates that represent their investment shares. Management of the business and trust property is handled by the trustees for the use and benefit of the investors. The certificate holders have limited liability (are not responsible for the debts and obligations incurred by the trust) and share in the trust's profits

Articles of partnership

A written agreement that sets forth each partner's rights and obligations with respect to the partnership.

Operating

In a limited liability company, an agreement in which the members set forth the details of how the business will be managed and operated

General Partner

In a limited partnership, a partner who assumes responsibility for the management of the partnership and liability for all partnership debts

Limited partner

In a limited partnership, a partner who contributes capital to the partnership but has no right to participate in the management and operation of the business. The limited partner assumes no liability for partnership debts beyond the capital contributed.

Charging order

In partnership law, an order granted by a court to a judgment creditor that entitles the creditor to attach profits or assets of a partner on dissolution of the partnership.

Buy-sell agreement

In the context of partnerships, an express agreement made at the time of partnership formation for one or more of the partners to buy out the other or others should the situation warrant and this provide for the smooth dissolution of the partnership.

Joint Liability

Shared liability. In a partnership law, partners incur joint liability for partnership obligations and debts. For example, if a third part sues a partner on a partnership debt, the partner has the right to insist that the other partners be sued with him or her.

Buyout price

The amount payable to a partner on his or her dissociation from a partnership, based on the amount distributable to that partner if the firm were wound up on that date, and offset by any damages for wrongful dissociation.

Certificate of limited partnership

The basic document filed with a designated state official by which a limited partnership is formed.

Articles of organization

The document filed with a designated state official by which a limited liability company is formed

Dissolution

The formal disbanding of a partnership or a corporation. IT can take place by (1) acts of the partners or, in a corporation, or the shareholders and board of directors (2) the death of a partner (3) the expiration of a time period stated in a partnership agreement or a certificate of incorporation or (4) judicial decree

Dissociation

The severance of the relationship between a partner and a partnership when the partner ceases to be associated with the carrying on of the partnership business