【正文】 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。 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 jurisdiction), or are insolvent, the remaining partners must share the extra loss proportionally. Thus, in the example above, if C refused to pay anything else, A and B would have to share the $5,500 loss that C owes on a 4 to basis (A would have to deduct an extra $3,385 from his capital and B would have to deduct an extra $2,115 from her capital). Of course, if C is solvent, A and B can seek to recover the $5,500 from C in an action for indemnification.2) Limited Partnership 有限合伙/。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。 Formal 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. debts 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. however, the members may adopt operating agreements changing this rule. When members choose to centralize management, it is referred to as manager managed. Multiple members LLCs are treated similar as partnerships, but single member LLCs are treated as sole proprietorships. Owners and managers owe a duty of due care to not be grossly negligent and a duty of loyalty 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。2. The consent of all members。 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.