Uniform Partnership Act (UPA)
Section 7: Rules for Determining the Existence of a Partnership
1. Except as provided in section 16, persons who are not partners as to each other are not partners as to a 3rd party 2. Joint tenancy, tenancy in common, tenancy by the entireties etc. does not alone establish a partnership, regardless of whether they do/do not share profits from the property 3. The sharing of gross returns does not alone establish a partnership 4. The receipt by a person of a share of the profits of a business is prima facie evidence of partnership except if the profits were received as payment of a debt, wages, annuity, interest on loan, or as consideration for the sale of a goodwill of business or other property.
Section 6(1): Partnership Defined
A partnership is an associate of two or more persons to carry on as co-owners a business for profit.
Section 29: Dissolution Defined
Change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.
Section 31: Causes of Dissolution
Dissolution caused 1. (a) without violation of the agreement btw the partners (b) by termination of a definite term in the agreement (c) by the express will of the partners who have not assigned their interest (d) buy the expulsion of any partner from the business 2. by the express will of any partner at any time in the event of contravention of the agreement 3. By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on
Section 20: Duty of Partners to Render Information
Partners shall disclose full and true information on all things under the partnership to all partners, or legal rep of a deceased partner, etc.
Section 30: Partnership not terminated by Dissolution
Partnership continues until the winding up of partnership affairs is completed.
Section 18: Rules Determining Rights and Duties of Partners
Rights and duties shall be determined subject to any agreement by the following rules: a. each partner shall be repaid his contributions... b. partnership must indemnify each partner in respect of payments made and personal liabilities reasonably incurred c. a partner who contributes any payment/advance above that which he agreed to contribute shall be paid interest on the amount over and above d. a partner shall receive interest on contributions made by him only on the date in which repayment begins e. partners have equal rights in the management and conduct of the partnership business f. no partner entitled to renumeration g. no person can become partner without the consent of all the partners h. any differences may be resolved by a majority of the partners
Section 21: Partner Accountable as a Fiduciary
Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership for from any use by him of its property.
Section 19: Partnership Books
books shall be kept at the principle place of business of the partnership, and all partners may have access to the books at any and all times to inspect and copy them
