Chapter 37
Partnerships:
Termination and
Limited Partnerships
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Exhibit 371: The Life Cycle of a Partnership
FormationPartnership formed either by written agreement, articles of
partnership, or by estoppel
Performance—Business conducted as partners work for benefit of
partnership, in accordance with partnership agreement
Dissolution—Partnership dissolves either by act of court, act of partners,
or operation of law
Winding Up—Partners complete unfinished partnership business, collect
and pay debts, collect partnership assets, and take inventory
Termination or Continuation—Partnership terminates, or continues by
creation of continuation agreement
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Partnership Termination
Begins when partnership dissolves
Once partnership dissolved and assets liquidated and
distributed (“winding up”), partnership terminated
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Partnership Dissolution
Definition: Partnership cessation
Partnership dissolution can result from:
Partner actions
Operation of law
Court action
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Events Resulting in Partnership Dissolution
Fulfillment of established (agreedupon) partnership objective
Expiration of term stated in partnership agreement
Partner withdraws from “partnership at will” (partnership that does not
specify objective/duration of partnership)
Partner withdraws in accordance with partnership agreement
Partner expelled from partnership in accordance with partnership
agreement
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Examples of Partnership Dissolution By
“Operation of Law”
Partner dies
Partner adjudicated bankrupt
Partnership engages in illegal activity
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Examples of Partnership Dissolution By “Court
Action”
Partner adjudicated insane
Impractical to continue partnership business
Partner incapable of fulfilling his/her duties established by
partnership agreement
Partner disagreement as to how to conduct partnership
business
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“Winding Up” of Partnership
(Definition):
Activity of completing unfinished
partnership business, collecting and paying
debts, collecting partnership assets, and
taking inventory
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Order of Distribution of Partnership Assets (Upon
“Winding Up”)
Payment to partnership creditors
Payment of refunds/loans to partners for loans made to
partnership
Payment of partners for invested capital
Payment of profits distributed to partners per terms of
partnership agreement
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Limited Partnership
Definition: Agreement between at least one general
partner and at least one limited partner
Allows investor (limited partner) to share in profits of
partnership
Limited partner’s liability limited to amount he/she
invests in business
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Requirements for Limited Liability (of Limited
Partner)
Limited partner has complied in good faith with certificate of
limited partnership filing requirement
Limited partner does not participate in control of business
Limited partner’s surname is not part of partnership name
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Comparison of General Partners and Limited
Partners
General Partner:
Has all rights associated with controlling business
Has unlimited personal liability for all partnership debts
Acts as agent of partnership
Limited Partner:
Has no right to participate in management and control of business
Liability limited to amount of capital partner has contributed to business
Is not an agent of the partnership
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Reasons For Dissolution of Limited
Partnership
Expiration of term established in certificate of limited
partnership
Completion of objective established in certificate of limited
partnership
Unanimous written consent of all partners (limited and general)
Withdrawal of general partner (unless certificate establishes
that other general partners will continue operation of business)
Court action
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Limited Liability Company (LLC)
Similar to limited partnership, since each member has limited
liability (dependent on investment he/she makes)
Tax advantages similar to partnership (“single taxation”)
Created based on agreement between members
Each member can participate in management
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