legt 2741 Tutorial 2 business structur Essay

| The partners are jointly and severally liable for business debts and obligations. The partners are held personally responsible for the business and may be sued personally for liability. Partners’ personal assets are subject to lawsuit(s) made against the business. Lack of continuity; death of a partner may end the partnership/business if a buy/sell agreement is not in place. Disagreements may be difficult to resolve.

6.4 Purchase of Defaulting Partner’s Interest. If a Partner defaults as defined in Paragraph 7 below, the non-defaulting Partner may purchase the defaulting Partner’s interest in the Partnership.

A) If tom finalized the loan agreement before the partnership is formed, he is negotiating the agreement on behalf of him personal. According to Georgia law, an agreement becomes enforceable when there is a meeting of parties’ minds “at the same time, upon the same subject matter, and in the same sense.” Cox Broadcasting v. National Collegiate Athletic Ass'n, 250 Ga. 391, 297 S.E.2d 733, 737 (1982). The letter of intent before the partnership formation was not applied under I.R.C §721 to be an exchange of property and Tom would have to recognize a gain in exchange of partnership interest. Also, if he negotiated the letter of intent to get a loan for the partnership because of his experience in the real estate business, he is rendering a

As Phoebe neither wishes to be involved in the business nor made an investment, she will be an employee. Limited partners are considered to be more like investors and so without an investment there is no indicator of her liability (James, 2014, p513).

They can also form a partnership, which is a type of business in which co-owners share the costs and work together to attract customers. As general partners, they would manage the business together and share profits, debts, and obligations associated with it. If Helena and Francine form a limited partnership, they could bring in other limited partners who help fund the

Memorandum and Objective: The purpose of the memorandum is to provide a detailed review and analysis of the legal situation considering “Paslay, Bryan & Brooks, Barristers & Solicitors**” and

Robert could become a limited partner by not taking active role in the management of the business and by not making the decisions in the business operations. This will make him lose his goal of managing the business, though Jenifer

Under the section 5 subsection 1 of the Partnership Act in Queensland, a Partnership is defined as ‘…the relation which subsists between persons carrying on a business in common with a view of profit.’ Ali and Tom ran an online business which sold seedlings of rare native plants bred by Ali’s own business Phaius of Tharga Pty Ltd. This shows that both parties had a joint ownership of the business with a presumed common interest in profit, from which adequately fits with the above description of a partnership. The essential characteristics of a fiduciary relationship requires "….mutual confidence and trust…." between the parties to a degree where in the actual circumstances the principal can reasonably expect the fiduciary to act in the principal’s interest in the relationship.

A business practitioner can learn from this case that even though in a partnership, the couple can get divorced but one of the partners can resecure the collaboration of the two partners even after it has been terminated. Thus, making both partners held at fault for anything dealing with the business. The best decision in this type of case is to make sure everyone knows that the partnership has ended, verbally and written in print. Making it retraceable if something like this case were to happen again.

A general partnership is defined as “a form of business organization that comes into existence when two or more persons carry on business together with a view to profit” (McInnes et al. 537). Additionally, a partnership involves every partner taking responsibility for losses. When deciding whether or not a partnership exists, there are many factors that a court would look at to determine if this definition applied to Marty and Sally. The criteria for a partnership involves:

According to the (UPA (1997) (Amended 2013), when two people agree to share the control of a business and split the profits then a partnership has been formed (p. 11). Advantages are: creation is easy, income is personal income and losses can be deducted from taxes. Disadvantage: Each partner is personally liable for all losses, to include those of your partner (Kubasek et. al, 2016, p. 442). Shania’s lawyer points out here that in order for a standard partnership to work her husband would have to agree to accept personal liability for the debts of the partnership which isn’t in-line with his wishes. However, the lawyer informs Shania of a special type of partnership known as “limited partners. According to (Kubasek et. al), a limited partnership is established when the general and limited partner have an agreement. The limited partner’s role is to be simply a capitol investor and they have no liability for the partnership (2016). Shania’s lawyer tells her in this type of partnership the limited partner pays taxes on their share of the business profit but has no involvement in the management of the business. This option falls in line with Shania’s husbands wishes to only be an investor. However, the lawyer cautions Shania that

Under the Partnership Act 1963 , each partner of a firm is liable jointly with the other partners of that firm for the debts incurred.

A partnership according to Pride, Hughes and Kapoor (2011) is "a voluntary association of two or more persons to act as co-owners of a business for profit." Unlike in a limited partnership, partners in a general

The test for the existence of a partnership should be applied, the definition of a partnership, the s5 of Partnership Act 1891 (Qld) states “Partnership is the relation which subsists between persons carrying on a business in common with a view of profit.” To further break down this definition and determine what is meant by the terms “carrying on business”, “business in common” and “in common with a view to profit”. The dictionary of the Partnership Act 1891 (Qld) defines a business as “including every trade, occupation and profession”. The term ‘carrying on business” can be determined by looking at precedent see Smith v Anderson 18801, in this case the court found “The expression ‘carrying on’ implies a repetition of acts or transactions. The next issue to determine is the phrase ‘in common with a view to profit”. To break this down we look for the

Partners may have a Partnership agreement, or declaration of partnership and in some jurisdictions such agreements may be registered and available for public inspection. In many countries, a partnership is also considered to be a legal entity, although different legal systems reach different conclusions on this point.