【正文】 the agent’s authority(2) Implied: Principal assigns tasks, which requires authority to carry out duties. Reasonable and necessary to get job done. Sale/pledge/ assignment of partnership property (sell goodwill not ok but sell inventories in ordinary course of business is OK)The sale of property or pledging as collateral for a loan requires consent of all partners.(2) Prior agreementPresent agreement of partners(3) By decree of court(4) The happening of an event agreed to by the partners in the partnership agreement, that will trigger dissolution or that makes it unlawful for the partnership to continue。3) Limited Liabilities Partnership (LLP)Wiley book 2010 Page 37 to Page 38 has listed the key attributes of the LLP. LLP often works for professionals (think about CPA firms) who want to do business as professionals as a partnership, but still pass through tax benefits while limiting personal liabilities of partners. All members have a right to manage the LLC (agents)。 personal profits and losses, unlike profits of a corporation, which are taxed at the corporate level and again when distributed to the shareholders). (Note: Under current tax laws, LLCs receive partnershiplike tax treatment unless they elect to be taxed as a corporation.)An LLC will dissolve upon:1. Expiration of the period of duration stated in the articles。 Taxed as partnership (form 1065) or a Corporation (1120) Most states require some level of liability insurance to be maintained by LLPs如果一個GP要允許一個新的GP進來的話要所有的GP同意，但是是LP的話需要所有的GP和LP都同意的，LP本身一定要有1個GP才可的19：23For exam purpose, you especially need to focus on the differences between LLP and other legal business structures, especially with LLC (discussed later)4) Limited Liability Company (LLC)A limited liability pany (LLC) is a flexible form of business enterprise that blends elements of partnership and corporate structures. 投資基金Wiley book 2010 Page 32 to Page 34 has listed the key attributes of the limited partnership. For exam purpose, you especially need to focus on the differences between limited partnership and general partnership. Look at the parison below.NaturesGeneral PartnershipLimited PartnershipCCorporationDesignation of ownersGeneral PartnersGeneral PartnersLimited PartnersShareholdersState Filing required?NoYesFiling certificated of LP with names of all GPYesFile Articles of Incorporation有限責(zé)任Formality?InformalFormalFormalLimited Liability?Unlimited LiabilitiesUnlimited LiabilitiesLimited LiabilitiesLimited LiabilitiesRightPartnership Interest?Right to Partnership InterestRight to Partnership Interest可以購買LP的份額獲得更多的利潤，但仍然承擔(dān)的是無限責(zé)任（GP同時也可以為LP）InterestInterestRightPartnership Property?Right to Partnership PropertyRight to Partnership PropertyNo rights to partnership propertyNo right to the Corp39。 Liabilities arising from torts (involuntary) within the course of the partnership business. A tord is a wrongful act, whether intentional or negligent, not arising out of contractual obligations that causes an injury and can be remedied at civil law by awarding the damages. Third parities may access partnership and personal assets of the partners in any order. In order to amend the partnership agreement 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. 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. therefore, a sole proprietor would have to file for bankruptcy personally under the Bankruptcy Code. LLP Sole Proprietorships Personal LiabilityThe sole proprietor of the business has personal liability of the debts incurred by the business.s funds. The owner of the business has unlimited liability as he is responsible for the business39。 Under RUPA (Revised Uniform Partnership Act), the partn