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Chapter 37 partnerships

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Chapter 37 Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships Partnerships • Partnerships are largely governed by statutory law. • The Uniform Partnership Act (UPA) of 1994, with the 1997 amendments (the Revised Uniform Partnership Act (RUPA)), is a model partnership statute drafted by the National Conference of Commissioners on Uniform State Laws. • Florida has adopted RUPA. General Partnerships • Definition: • An association of two or more persons; • carrying on a business; • as co-owners; • for profit. General Partnerships • Advantages: • Most states state that the partnership is an entity distinct from its partners; • partnerships are easy and inexpensive to form; • Documents that may be filed with the Secretary of State:_______________________________ _____________________________________ • the partners share all of the profits; and • the partners may raise capital for the business out of their collective personal funds and from loans others are willing to make based on their collective or individual liability. General Partnerships • Disadvantages: • partners may have personal liability for partnership obligations; and • partners are jointly and severally liable for partnership obligations. General Partnerships • Partnership Agreement: • The partnership’s name. • A description of the partnership’s business. • A listing of the present partners. • A s ...
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