【正文】 partner harmless for all debts will not release the liability, since the debts are not owed to the other partners. Such internal agreement is only an indemnification agreement requiring the remaining partners to reimburse the retiree for any amounts they are forced to pay creditors.In addition, the retiree may continue to be liable for debts created after retirement if A retiring partner may be liable for debts created after the retirement if proper notice of retirement isn’t given to release the apparent authority.However, a retiring partner can limit his liability by giving (1) actual notice third parties are directly informed or (2) constructive notice an announcement of the termination is made in publications that third parties are likely to read (public notice). Notice is not required in case of death of the partner as the termination of the partner’s participation in this case is by operation of law.So the retiring partner also has the ability to make contracts that are binding on the remaining partners if proper notice of retirement hasn’t been made.G. LiabilitiesEach partner is jointly and severally liable for all partnership obligations (whether arising from tort or contract) incurred within the scope of partnership business. Partners normally are not liable for crimes mitted by other partners.RUPA requires creditors to first attempt collection from partnership before partners unless partnership is bankrupt.H. Termination of a partnershipDissolution means that the partnership must liquidate all assets and cease business. The partner doesn’t terminate on dissolution, but continues until the winding up of the partnership is plete.Generally, a partnership is dissolved and its business must be wound up when any of the following occur:(1) A partner in a partnership at will (., a partnership without a specified duration) gives notice of intent to withdraw。 and 35% to C=$10,500. Thus, A is entitled to receive $18,000 ($30,000 capital contribution less $12,000 share of loss)。s property不參與實(shí)際的經(jīng)營(yíng)管理的，UPS拿車走RightPartnership Mgmt?Right to participate in partnership managementRight to participate in partnership managementNo management except can look at the books and voteNo management except can look at the books and voteAgents?Partner is agent to the PartnershipPartner is agent to the PartnershipNot automatically agent 不可以和第三方簽訂協(xié)議的，不可以BINDING，如果像GP做的話會(huì)承擔(dān)無限責(zé)任的Not automatically agent（shareholder不可以簽GP 的變更需要所有的GP和LP 的同意，而LP的變更需要所有的GP和LP的同意。 Limited liability for another partner’s malpractices (torts) or negligence. However the partners are fully liable for their own negligent acts and for the wrongful acts of those they supervise or have control over. Under the statutory provisions that govern LLCs in most states, members may not sell their ownership interest in the LLC without the consent of the other members. Multiple members LLCs are treated similar as partnerships, but single member LLCs are treated as sole proprietorships. An LLC is a treated as an entity distinct from its members. It may hold property in its own name, sue or be sued, etc.An LLC is taxdriven entity designed to provide its members with two main features:(1) Limited Liability of a CorporationThe limited liability that shareholders of a corporation enjoy (., owners are not personally liable for obligations of the business entity) is provided to members of an LLC. (2) Taxation as a PartnershipAn LLC has the ability to be taxed like a partnership (., profits and losses flow through the entity and are treated as the owners39。 orThe following is the parison between the LLC NaturesLimited Liability Company (LLC)Limited Liability PartnershipDesignation of ownersMembersPartnersTaxationTaxed as partnership/or sometimes CorporationTaxed as partnershipFormalityFormalFormalState Filing requiredYesFile Articles of OrganizationYesFile Statement ofQualificationMinimum owners required1+2+Limited Liability* Limited Liability for Contracts and debts* Unlimited liability for malpractices or negligence* Limited liability for malpractices or negligence* Unlimited Liability for Contracts and debtsEase of FormationForming LLC requires creatin a new entityForming LLP can be converted from an existin partnershipAgents?Agents/Members(depends)Agents5) Joint VenturesWiley Book 2010 Page 34 to 35 has discussed about Joint ventures.