【正文】 : Written partnership agreement is not required unless within Statute of Frauds 反欺詐的條例(MYLEGS要書面的合同的打官司，原告才可能贏的，mmarriage成立的前提是和我女兒結婚，要寫下來的，Y，成立partnership的目的任務要過1年才能完成的，lend 等不動產(chǎn)，except遺產(chǎn)繼承人guarantee, refer to REG) Implied: Whenever two or more persons are sharing profits from a venture, they are assumed to be partners unless they can prove otherwise (a person proves they’re not a partner by showing they do not use partnership property and do not participate in the management of the business). This is known as partnership by rebuttable No governmental approval is necessary for the formation of the partnership (informal), and there are no special filings required either. A partnership that wishes to have a business name with other information may need to file a fictitious name statement with the appropriate government The partner’s capital may not only be in cash, property or services already performed, but also may be in the form of promises to give or perform these at a future date. 投入各種都可以，all of aboveC. Basic Partner Rights 合伙人的權益 Partnership interests (profits) 利潤分配By default, profits are shared equally amongst the partners. However, a partnership agreement will almost invariably expressly provide for the manner in which profits and losses are to be shared. This is known as the partnership interest. The right is personal and transferable without the need for approval by the other partners. In that case, the transferee (such as a personal creditor to the transferring partner) is entitled to receive the partner’s share of profits. However, the transferee (or the assignee) is not considered the partner of the partnership. The transferor (or the assignor) is still the partner. So the transferee will not be entitled to the rights as discussed ，不用他人同意，僅限interest 下面的2個權利是不可以轉移的Profits and losses are shared equally by number of partners unless agreement specifies otherwise even if contributed capital is not equal. If partners agree on unequal profit sharing but not on loss sharing, the losses are shared per the profitsharing proportions. 平均分即使投入是不同的，除非例外規(guī)定，limited partnership 是按照投資比例算 Partnership property 是不可以轉移的Under RUPA, all partnership property include (1) all property acquired by the partnership, (2) Property purchased by a partner with partnership funds or (3) property acquired by the partner in his capacity as a partner (Remember: partner is the agent to the partnership)This right is not transferrable, so a personal creditor of a partner cannot obtain a right to any specific partnership property as a result of an assignment of interest by that partner. Same applies to heirs or the estate of the partners upon partner’s death. Partnership participation (management rightsvote/make contracts/debts)Each partner has a right to participate equally in the management of the business, and act as an agent for the partnership. The partners also has right to inspect books and make contracts and vote on partnership actions. This right is not transferable. D. Fiduciary duties of partnersEach partner owes a fiduciary duty to each other and must act in best interest of others. So the partner owes (1) the duty of loyalty, and (2) duty of care (not be grossly negligent, intentional misconduct or knowingly violate the law). The partner refrains from peting with the partnership and the partners must also act in good faith and fair dealing in the discharge of all their duties.E. Relationship with Third Party (Agency authority rules applies)If you recall the agency law discussed in the REG, the following are the authority an agent has: Actual authority: The principal give the agent the power to contract(1) Express Principal explicitly states the agent’s authority(2) Implied: Principal assigns tasks, which requires authority to carry out duties. Reasonable and necessary to get job done. Apparent authority A goodfaith 3rd party reasonably assumes the agent has authority as the principal creates such impression. Unauthorized action not liable unless ratifyRatification Principal give the agent authority after contract is made but the principal must be fully disclosed, the principal must know the details of the contract made by the agent on behalf of partnership and the principal must ratify before 3rd party withdraws.Similarly, the right of a partner to participate in management includes broad agency authority. The partners, in fact, are mutual agents and principals with the power to make contracts bi