module38-businessstructuresole,partnership,llc(编辑修改稿)

module38-businessstructuresole,partnership,llc(编辑修改稿)内容摘要：

nding each other. The actual authority of the partner is based on agreement, but a partner has the apparent authority to make virtually any contract that involves the business of the partnership with the exception of the following which requiring unanimous consent: Admitting a new partner Guaranteeing the debts of a third party (surety)remember MYLEGS? Surety agreement need to be individually signed by the partner who is going to act as the surety Admitting or submitting a legal claim in court or to the arbitration: No partner may waive the legal rights of the other partners by admitting responsibility in court or by agreeing to submit disputes with others to biding arbitration without all partners consenting to the arragnement. In order to amend the partnership agreement Not within the business scope of the partnership business 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. Third parties are aware of a limit to the partner’s actual authority: Apparent authority does not apply when the partners agree to limits on the actual authority of a partner and notify third parties of the limit.F. Admitting or Retiring a partner Admission of new partnerIt is mon to have a new partner admitted when an old partner retires. An ining partner is not personally liable for debts incurred by the partnership before he became a partner, but any financial contribution the ining partner made to partnership property may be used to satisfy old debts. Of course, an ining partner is personally liable for all debts incurred by the partnership after he bees 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. Liabilities arising from contracts amp。 debts (voluntary): If the partnership breaches a contract, the third party must attempt to recover damages out of partnership assets first, then may access to the personal assets of the partners for remaining amounts owed. If one partner is personally bankrupty, the third party may access sufficient assets of the solvent partners to satisfy the claim 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. Partners normally are not liable for crimes mitted by other partners.RUPA requires creditors to first attempt collection from partnership before partners unless partnership is bankrupt.H. Termination of a partnershipDissolution means that the partnership must liquidate all assets and cease business. The partner doesn’t terminate on dissolution, but continues until the winding up of the partnership is plete.Generally。