WVU BCOR 320 - Chapter 19 cont (3 pages)

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Chapter 19 cont



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Chapter 19 cont

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Lecture number:
36
Pages:
3
Type:
Lecture Note
School:
West Virginia University
Course:
Bcor 320 - Legal Environment of Business
Edition:
1

Unformatted text preview:

BCOR 320 1nd Edition Lecture 36 Chapter 19 Starting a business cont General Partnership Management duties Have a fiduciary duty Partners are liable to the partnership for gross negligence Partners cannot compete with the partnership Partner may not take an opportunity away from the partnership unless the other partners consent If a partner engages in conflict of interest He must turn over to the partnership any profits he earned from that activity Transfer of ownership Firm cannot sell shares Partner has the right to transfer the value of partnership interest Not the interest itself Formation Easy to form If two or more people do business together sharing management profits and losses They have a partnership and subject to all rules of partnership law Partnership by estoppel exists if Participants tell other people that they are partners or allow other people to say that they are partners Third party relies on this assertion Third party suffers harm Termination Dissociation When a partner quits a partnership These notes represent a detailed interpretation of the professor s lecture GradeBuddy is best used as a supplement to your own notes not as a substitute Partnership can either Buy out the departing partner s and continue in business Wind up the business and terminate the partnership Limited liability Partnership Partners are not liable for debts of the partnership An LLP is not a taxable entity and it has the right to choose its duration Structure Limited partnerships must have at least One limited partner and one general partner Liability Limited partners are not personally liable General partners are liable Limited liability limited partnership General partner is not personally liable for the debts of the partnership Taxes Limited partnerships are not taxable entities Formation General partners must file a certificate of limited partnership with their Secretary of State Management General partners have the right to manage a limited partnership Limited partners



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