【正文】 as the surety 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 Created informally and very easy to form 也是無限責(zé)任雙重多重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. Joint Ventures Limited Partnerships Tax corporation 是 taxable，公司盈利要征稅，派發(fā)出去的股利也要征稅的。 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) 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 等不動產(chǎn)，except遺產(chǎn)繼承人guarantee, refer to REG) Admitting a new partner 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 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. and 35% to C=$10,500. Thus, A is entitled to receive $18,000 ($30,000 capital contribution less $12,000 share of loss)。 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. Multiple members LLCs are treated similar as partnerships, but single member LLCs are treated as sole proprietorships. 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.