unit 1 ass

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Post University *

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206.30

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Law

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Jan 9, 2024

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docx

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Uploaded by MinisterScienceMandrill29

1. RUPA- Revised Uniform Partnership Act of 1997 1.1. "The revised act and revisions to the Uniform Partnership Act of 1914 (UPA). The UPA is a model series of rules drafted by the Uniform Law Commission (or National Conference of Commissioners on Uniform State Laws) that governs the general rules regarding general partnerships and limited liability partnerships." (Team, 2022) 1.2. The revised generic set of rules that apply to general and limited liability partnerships, not limited partnerships, drafted by the Uniform Law Commissions. 1.3. One example of a RUPA rule is that “ default control of the general partnership is equal control and voting power regardless of contribution but this can be modified by contract each general partner has the power to bind the partnership in matters pertaining to the partnerships business. (Team, 2022) 2. Dissociation 2.1. “ Dissociation is defined in the revised uniform partnership act of 1997 in the relation of the partners caused by any partners ceasing to be associated in the carrying out of the business of dissociation may be caused by partners retirement death expulsion or bankruptcy filing among other things whatever the cost of dissociation however it is

characterized by partner ceasing to take part in the bringing on the partnerships business.” ( Prenkert, all. 2022) 2.2. When a partner permanently discontinues participation in the day-to-day ongoings of the business, the act of disassociation has occurred be it lawful or unlawful. 2. 3. If Maxwell and Denise have a lemonade stand and Maxwell steps making lemonade with Denise at the stand because he has to be at soccer practice and can no longer commit to the time requirements of the lemonade stand the act of disassociation has occurred. 3. Compare a Sole Proprietorship with a Sole Member, LLC. What are the advantages and/or disadvantages of each? “A Sole Proprietorship has only one owner and the sole proprietorship is merely an extension of its only owner. The sole proprietor as the only owner of the sole proprietorship has the right to make all the management decisions of the business. In addition, all the profits of the business are his. A sole proprietor assumes great liability as he is personally liable for all the obligations of the business, all the debts of the business including debts on contracts signed only in the name of the business are his debts. If the assets of the business are insufficient to pay the claims of its creditors, the creditors may require the sole proprietor to pay the claims using his individual non-business assets such as money from his bank account and the proceeds from the sale of his home. Sole proprietor may lose everything if his business becomes insolvent hence the sole proprietorship is a risky form of business for its owner.” ( Prenkert, all. 2022) However sole proprietorships are easily formed as they require no failings, or fees, to be formed. A Sole Member, LLC has only one member who has taken the necessary actions to form a Limited Liability Company.

A Limited Liability Company, (LLC) is an entity created by state statute that reaps the benefits of a separate legal identity. In Florida, a Sole Member, LLC will be disregarded by the courts. However, on a federal level, liability protection that include separate personal finances of a business member owner from the LLC, and the owner not being personally liable for any of the company's debts or liabilities may be extended to sole member LLCs should they “elect to be treated as a corporation.” (IRS, 2023) the LLC is a "disregarded entity," (IRS, 2023) should they choose not to make the election. “An individual owner of a single-member LLC that operates a trade or business is subject to the tax on net earnings from self-employment in the same manner as a sole proprietorship. If the single-member LLC is owned by a corporation or partnership, the LLC should be reflected on its owner's federal tax return as a division of the corporation or partnership. “ (IRS, 2023) 4. List five legal terms that you would insist upon being included as clauses in a partnership agreement if you were forming one. Explain why you want each clause and include any citations to support your work. Five legal terms that I would absolutely have to have in my partnership agreement are Percentage of ownership; to outline exactly what each partner is going to contribute to the business, including capital. profit and loss division; to formally outline how profits and losses will be shared among all partners. Decision Making; to lay out the decision- making process, including what voting system will be utilized by partners. Disputes resolution to require mediation prior to any formal legal action., and last but not least, Partner authority; to define who has the right to bind the business to a debt or other contractual agreements.

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