【正文】 d not to, but is liable for breach of such a contract.Partners can bind other partners and the partnership on contracts until third parties who have known of the partnership are given notices of dissolution (Remember agent law and authority discussed above)Dissolution of the partnership doesn’t require the filing of a dissolution document with the state.Winding upUpon the termination of the partnership, the partners are entitled to receive payments on claims in the following order:(1) Creditors(2) Loans made by the partner to the partnership(3) Capital contributions and the partner’s share of profitsIf the partner has a deficit balance, the amount is not discharged by the termination for the partnership, and must be paid by the partner.Winding up of partnership Example:A, B, and C contributed money ($30,000, $15,000, and $5,000, respectively) to the ABC Partnership. Upon dissolution, after paying all creditors, $20,000 remains. The partnership has suffered a $30,000 loss because $50,000 was contributed to capital and only $20,000 remains. The partnership agreement is silent as to how losses are to be divided, but provides that profits are to be allocated as follows: 40% to A, 25% to B, and 35% to C.Because the partnership agreement is silent as to allocation of losses, the loss will be allocated in the same proportions as profits: 40% to A=$12,000。 Apparent authority A goodfaith 3rd party reasonably assumes the agent has authority as the principal creates such impression.s funds. The owner of the business has unlimited liability as he is responsible for the business39。 Sole Proprietorships therefore, a sole proprietor would have to file for bankruptcy personally under the Bankruptcy Code. 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. 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. Most states require some level of liability insurance to be maintained by LLPs如果一個(gè)GP要允許一個(gè)新的GP進(jìn)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(gè)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. 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。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. 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. 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 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 busine