【正文】 (2) Implied: Principal assigns tasks, which requires authority to carry out duties. Reasonable and necessary to get job done. 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(quán)益 Transfer of ownership requires agreement: Unless otherwise provided in the partnership agreement, no one can bee a member of the partnership without the consent of all partners, though a partner may assign his share of the profits and losses and right to receive distributions (transferable interest).允許新的合伙人你要現(xiàn)在的同意 Created informally and very easy to form 也是無限責(zé)任t have any opposition when making a decision as he or she has total control of his or her business. All profits and losses accrue to the owner.2) DisadvantagesA business organized as a sole trader will likely have a hard time raising capital since it has to make up for all the business39。雙重多重For tax purposes, profits and losses from the business flow through the business to the sole proprietor. Think about the Schedule C (selfemployment) in the 1040 form in the REG exam. Informality 無限責(zé)任，債權(quán)人有權(quán)向我個(gè)人的資產(chǎn)追溯Nothing need be filed with the state in which the business operates (unless the state or city requires a business license). If a fictitious business name is used, then many states require publishing the true name of the business owner. Joint VenturesModule 38 Business Structure (About 20% of the BEC exam) Limited Partnerships Corporation C和SSole Proprietorships (For the exam, it is lightly tested0A sole proprietorship is the simplest form of business ownership. A sole proprietorship is a business owned by one person. The owner may operate on his or her own or may employ others. 1) Advantages: Tax corporation 是 taxable，公司盈利要征稅，派發(fā)出去的股利也要征稅的。 Taking all profitsA sole proprietor one takes all the profits of the business and a sole proprietor usually has a quick decision process and doesn39。 Partners are the Agent of the partnership (think about the principal and agent law in the REG, especially the actual authority, apparent authority and unauthorized action (ratification) Limited duration: By default a partnership will terminate upon the death, disability, or even withdrawal of any one partner. 有目的而存在的 Written or oral: 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(jié)婚，要寫下來的，Y，成立partnership的目的任務(wù)要過1年才能完成的，lend 等不動(dòng)產(chǎn)，except遺產(chǎn)繼承人guarantee, refer to REG) 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: Admitting a new partner Not within the business scope of the partnership business Retirement of a partnerWhen existing partner retires, the partner will continue to be liable for debts created before retirement unless the creditors agree to perform a novation to release the retiree. An agreement by other parters to hold the retiring