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LGLA2311-Chapter 3

Business Organizations for Paralegals

Unlimited personal liability liability for business debt, which extends beyond what is invested in a business to an individuals personal assets.
UPA Uniform Partnership Act, model for partnership legislation in about 1/4 of the states.
RUPA Revised Uniform Partnership Act, model for partnership legislation in about 3/4 of the states.
Capital account An account stating the money or value of any property contributed by a partner.
Tenancy in partnership Property co-owned by partners.
Interest in partnership A partner's right to profits.
Joint & several liability principle that each partners and the partnership are liable for all debts and wrongful acts.
Charging order court order requiring payment of partner's distributions to judgement creditor rather than to partner.
Marshaling of assets or exhaustion rule partnership theory requiring creditors to first exhaust partnership assets before pursuing partners individual assets.
Partnership agreement an agreement by two or more persons to do business together as a partnership; may be written or oral.
Foreign partnership a partnership doing business in a state other than the one in which it was formed.
General agency the authority of a partner to act for and bind the partnership and other partners.
Statement of Authority document filed with Secretary of State providing notice of partners who are authorized to act for partnership.
Statement of Denial document filed with Secretary of State denying information in Statement of Authority or providing notice of withdrawal from partnership.
Draw an advance payment, usually made against anticipated profits.
Recitals introductory clauses in agreements setting forth basis for agreement.
Partnership for a term a partnership with a definite term of duration.
Partnership at will a partnership with no specific term of duration.
Non-compete clauses clauses in agreement restricting signatory from competing with another during and after parties' relationship terminates.
Tax year annual accounting period for keeping records and reporting income and expenses.
Cash method of accounting Listing expenses and income in business records only when they are paid or received.
Accrual method of accounting listing expenses and income in business records when they are incurred or billed rather than when they are actually paid or received.
GAPP generally accepted accounting principles.
Dissolution change in the relation of partners, caused when a partner leaves the business; generally, a termination of a partnership.
Winding up wrapping up business affairs, terminating business, satisfying obligations, selling assets, and collecting debts.
Key person policies insurance policies on the life of key individuals in a business.
Dissociation a withdrawal of partner from a partnership; does not necessarily cause a dissolution or termination of partnership.
Wrongful dissociation a dissociation caused by a breach of partnership agreement.
Statement of Dissociation document filed with state to identify dissociation partner and filed to limit period for which partnership will be liable for dissociating partner's acts.
Statement of Dissolution a formal statement filed with state to notify others of partnership dissolution.
Check the box method by which businesses elect how they wish to be taxed, namely, whether as partnerships or corporations.
Created by: dawnbryant