【正文】 nership. 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(gè)權(quán)利是不可以轉(zhuǎn)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 Under RUPA (Revised Uniform Partnership Act), the partnership is separate legal entity and can sue or be sued. The assets of the business are owned on behalf of the other partnerss funds. The owner of the business has unlimited liability as he is responsible for the business39。 Bankruptcy A sole proprietorship is not considered an entity separate from the sole proprietor。 Personal LiabilityThe sole proprietor of the business has personal liability of the debts incurred by the business. LLC 變種，雜交 Sole Proprietorships Partnership general partnership 一般合伙 新的加入者對(duì)以前的負(fù)債最多承擔(dān)以其資產(chǎn)為限的責(zé)任 LLP Life of the entityA sole proprietorship cannot exist beyond the life of the sole proprietor. therefore, a sole proprietor would have to file for bankruptcy personally under the Bankruptcy Code.s debts because he has control over the business.A disadvantage of a sole proprietorship is that as a business bees successful, the risks acpanying the business tend to grow. Partnership (Main Focus of this module)A partnership is a form of business in which two or more people operate for the mon goal which is often making profit. Nonprofit associations such as charitable organizations, labor unions or clubs do not are three typical classifications of partnerships: 1) general partnerships, 2)limited partnerships, and 3) limited liability partnerships.For the CPA exam, you do need to know the characteristics, differences and similarities of the above three types partnerships 1) General PartnershipPartnerships have certain default characteristics relating to both (a) the relationship between the individual partners and (b) the relationship between the partnership and the outside world. A. Common Characteristics principal 被代理人， agent代理人 （actual告訴express,imply, apparent從善意第三方認(rèn)為 reasonable ,good faith 房產(chǎn)經(jīng)紀(jì)100萬(wàn)) 第三方 Unlimited liability of partners for partnership debts: the partners are each personally liable (unlimited liability), jointly and severally, for business debts, taxes or tort liability. If a is bankrupt, can to the b and c. Partnership is a passthrough entity and is not taxable (Think about the tax form 1065 and schedule K1 in regulation) 在partnership 層面上是不征稅的， 1065是為了information purpose,根據(jù)這個(gè)給每個(gè)partner一張K1， 把partner的收入填寫到schedule E，再到1040B. Formation of PartnershipThe formation of the partnership can result from an agreement that is Partnership property 是不可以轉(zhuǎn)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. 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 binding each other. The actual authority of the partner is based on agreement, but a partner has the apparent authority to make virtually any contract that involves the business of the partnership with the exception of the following which requiring unanimous consent: In order to amend the partnership agreement Admission of new partnerIt is mon to have a new partner admitted when an old partner retires. An ining partner is not personally liable for debts incurred by the partnership before he became a partner, but any financial contribution