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Questions and Answers
What distinguishes a limited partnership from other types of partnerships?
Which type of partner is recognized but does not actively participate in the business?
What is a feature of a partnership formed for a fixed term or particular undertaking?
Which type of partner is known to be active but does not have their name published as a partner?
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What is one of the necessary registrations for forming a partnership?
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What is the term length for a corporation approved by the SEC?
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Which type of partnership is considered de facto?
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What defines a Universal Partnership of All Present Property?
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What is the liability status of a General Partner?
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Which type of partner has limited liability?
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Which statement best describes a Particular Partnership?
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Who is generally the one to transact on behalf of the partnership?
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What is an example of an Industrial Partner?
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What is a key characteristic that distinguishes a partnership from a corporation?
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Which advantage is associated with partnerships compared to sole proprietorships?
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What describes the liability of partners in a partnership?
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Which of the following is a disadvantage of forming a partnership?
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What aspect of partnership allows for flexibility in decision-making?
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How do partnerships generally compare to corporations in terms of stability?
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Which statement about mutual contribution in a partnership is correct?
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What does the division of profits or losses in a partnership entail?
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What is required for the formation of a corporation that is not needed for a partnership?
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What is a key characteristic of the liability associated with a partnership?
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How does the management structure differ between a partnership and a corporation?
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What happens to a partnership when the parties decide to dissolve it?
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What tax implication generally applies to partnerships, excluding professional partnerships?
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What is the nature of existence for a partnership compared to a corporation regarding lifespan?
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What role do partners have regarding agency in a partnership?
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Which statement correctly describes the juridical personality of partnerships and corporations?
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Study Notes
Partnership Theories
- A partnership is a contract where two or more people agree to contribute money, property, or labor to a common fund, intending to share profits. A partnership can also be formed for professional services.
- A partnership has a separate legal identity from its individual partners.
- A partnership's existence can be terminated immediately.
- A corporation, unlike a partnership, has a set term (often 50 years) that can be renewed.
Characteristics of a Partnership
- Mutual Contribution: Partners contribute money, property, or labor (skills/knowledge).
- Division of Profits/Losses: Profits and losses are shared among partners based on agreement.
- Co-ownership of Contributed Assets: Partners jointly own assets contributed to the partnership.
- Mutual Agency: Partners act as agents of the partnership, binding it in transactions.
- Limited Life: Partnerships can be dissolved at any time by mutual agreement.
- Unlimited Liability: Partners are personally liable for partnership debts up to their personal assets.
- Income Taxes: Partnerships are generally subject to income tax, with exceptions for professional partnerships.
Partnership Advantages
- Greater Financial Capacity: Combines the financial resources of multiple partners.
- Combined Expertise: Leverages the skills and knowledge of the partners.
- Ease of Formation: Easier and less costly to form than a corporation.
- Flexibility: Offers flexibility in decision-making and operation.
Partnership Disadvantages
- Instability: Easy dissolution, more unstable than a corporation.
- Unlimited Liability: Partners are personally liable for partnership debts.
- Limited Capital Raising: More challenging to raise significant capital compared to a corporation.
Distinguishing Partnerships from Corporations
- Formation: Partnerships are formed by agreement, while corporations require legal approval.
- Number of Members: Partnerships can have two or more members, while corporations can also exist with a single member (one-person corporation).
- Juridical Personality: Partnerships gain juridical personality only upon approval by the SEC. Corporations have juridical personality upon receiving a certificate of incorporation.
- Management: Partnerships typically operate with direct partner involvement; corporations have a board of directors.
- Liability: Partnership liabilities are unlimited and shared among all partners. Corporations limit liability to the shareholders' investment amount.
- Succession: Partnerships don't continue in the event of a partner's death or withdrawal. Corporations usually have a perpetual succession.
Types of Partnerships
- Universal Partnership of All Present Property: Partners contribute all existing property and future assets.
- Universal Partnership of Profits: Partners contribute future profits.
- Particular Partnership: Partnership formed for a specific purpose or project.
- General Partnership: All partners have unlimited liability.
- Limited Partnership: Some partners have limited liability.
- Professional Partnerships: Formed for professional practice with varying tax treatments.
Partnership Classifications
- Object: Universal partnerships, particular partnerships.
- Duration: Fixed term or at will.
- Liability: General or limited partnerships.
- Purpose: Trading or commercial or professional partnerships.
- Legality: De jure (legal) or de facto (illegal or not registered).
- Partners: General, limited, capitalist, industrial, managing, dormant, silent, secret, or nominal partners.
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Description
This quiz explores the essential theories and characteristics of partnerships. It covers the mutual contributions, profit-sharing, and the legal aspects that differentiate partnerships from corporations. Test your understanding of how partnerships operate and their defining traits.