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Partnership (Working Life (Liability (All partners are jointly and…
Partnership
Working Life
Partners' powers
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Authority
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Restrictions: Third party must know about restrictions on authority or the partnership will be bound
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Liability
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Partner is entitled to indemnification by the partnership for any payments he makes on the partnership's behalf
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Incoming partner is not personally liable for any partnerships obligation incurred prior to her admission as a partner
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Creation
General Partnership: An association of two or more persons to carry on as co-owners a business for profit
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Key test: Intent of the parties, no matter what it is called
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Limited Partnership
Types of partners
General Partners: Manage the business and are personally liable without limitation for partnership obligations
Limited Partners: Contribute capital and share in profits, but take now part in the control or management of the business, and whose liability is limited to their contributions
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Dissociation/Dissolution
Dissociation: A partner's separation from the partnership including death, withdrawal, bankruptcy, or expulsion
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