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Chapter 2
Partnership as a Form of Business Organization
Review Questions
1. A partnership may have a greater ability to attract capital because it is
characterized by unlimited liability. The individual partners are jointly and
severally liable. Unlike a corporation, unsatisfied partnership creditors may
gain access to the net personal assets of the individual partners.
2. Under the proprietary theory, the partnership is not viewed as a separate,
distinct entity, but rather as a conduit through which the individual partners
operate. This would explain why the partnership is not a separate taxable
entity and why the partnership income is instead taxed at the individual
partner level. The proprietary theory also explains why the basis of assets
contributed to a partnership remains the same as when held by the individual
partners. Because the partnership is not viewed as a separate entity, the
assets contributed have theoretically not been transferred to an outside
independent party, and therefore the basis is unchanged.
3. If the articles of partnership do not specifically address the allocation of
profits, the profits will be divided equally among the partners. This may
cause an inequitable division of profits if one partner is contributing services
to the business.
4. A partnership would not include partner salaries or income taxes as expenses
in the determination of income. These expenses are included in the income
of a corporation and would have to be adjusted in order to compare the
businesses.
5. Another name for the partnership agreement is the articles of partnership.
Eight items that it should specify are:
a.
b.
c.
d.
e.