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The Partnership/General Partnership Print E-mail

Partners clinking glassesThe Uniform Partnership Act (UPA) defines a partnership as “an association of two or more persons to carry on as co-owners a business for profit.”  Partnerships allow individuals with different expertise, backgrounds, resources, and interests to bring their various skills together to form a more competitive enterprise.

For the most part, the partners own the business assets together and are personally liable for business debts. Profits are shared equally amongst the partners. A partnership agreement, however, will usually provide for the manner in which profits and losses are to be shared.

Each partner is, jointly and severally, personally liable for debts and taxes of the partnership. For example, if the partnership assets are insufficient to satisfy a creditor's claims, the partners' personal assets are subject to attachment and liquidation to pay the business debts.

Each general partner is deemed the agent of the partnership. Therefore, if that partner was apparently carrying on partnership business, all general partners can be held liable for his dealings with third persons.

Each partner may be held jointly and severally liable for a co-partner's wrongdoing or tortious act (e.g. the misapplication of another person's money or property).

Technically, a partnership terminates upon the death, disability, or withdrawal of any one partner. However, most partnership agreements provide for these types of events with the share of the departed partner being purchased by the remaining partners in the partnership.

Each general partner has an equal right to participate in the management and control of the business. Disagreements in the ordinary course of partnership business are decided by a majority of the partners. Disagreements of extraordinary matters and amendments to the partnership agreement require the consent of all partners.

Unless otherwise provided in the partnership agreement, no one can become a member of the partnership without the consent of all partners.

However, a partner may assign his share of the profits and losses and right to receive distributions ("transferable interest"). Further a partner's judgment creditor may obtain an order charging the partner's "transferable interest" to satisfy a judgment.

 

 

 

 

 

 

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