Identify the causes of dissolution of a partnership and the conditions under which partners have the right to continue the partnership after dissociation.
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Identify the causes of dissolution of a partnership and the conditions under which partners have the right to continue the partnership after dissociation.
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- Madison and Tilson agree to form a limited partnership with Madison as general partner and Tilson as the limited partner, each to contribute $12,500 as capital. No papers are ever filed, and after ten months the enterprise fails, its liabilities exceeding its assets by $30,000. Creditors of the partnership seek to hold Madison and Tilson personally liable for the $30,000. Explain whether the creditors will prevail.What is the relation among persons who attempt but fail to form a corporation and who carry on business under the corporation name? Explain.._______ A distribution of earnings to the stockholders of a corporation.
- Theo, a member of TGI partnership, withdrew from the partnership and duly notified the other members. The firm was an at-will partnership and the parties parted amicably, posting a notice in the local newspaper of the dissolution of their firm. Cosmo, a customer who had conducted business with Theo several times, did not see the newspaper notice and was not informed of the dissolution. Later, Theo approached Cosmo concerning a transaction similar to those Cosmo had engaged in before with Theo acting on behalf of TGI. Cosmo placed an order, gave a substantial down payment to Theo, and received a receipt on TGI stationery from him. Theo thereafter absconded with the down payment, and TGI failed to honor the contract. Cosmo sued the other members of TGI partnership. Discuss their potential liability.The Cutler Company was duly merged into the Stone Company. Yetta, a shareholder of the former Cutler Company, having paid only one-half of her subscription, is now sued by the Stone Company for the balance of the subscription. Yetta, who took no part in the merger proceedings, denies liability on the ground that, inasmuch as the Cutler Company no longer exists, all her rights and obligations in connection with the Cutler Company have been terminated. Explain whether she is correct.Charles and L. W. Clement were brothers who had formed a partnership that lasted forty years until Charles discovered that his brother, who kept the partnership’s books, had made several substantial personal investments with funds improperly withdrawn from the partnership. He then brought an action in equity seeking dissolution of the partnership, appointment of a receiver, and an accounting. Should Charles succeed? Explain.
- The stock in Hotel Management, Inc., a hotel management corporation, was divided equally between two families. For several years, the two families had been unable to agree on or cooperate in the management of the corporation. As a result, no meeting of shareholders or directors had been held for five years. There had been no withdrawal of profits for five years, and last year the hotel operated at a loss. Although the corporation was not insolvent, such a state was imminent because the business was poorly managed and its properties were in need of repair. As a result, the owners of half the stock brought an action in equity for dissolution of the corporation. Will they succeed? Explain.Anthony and Karen were partners doing business as the Petite Garment Company. Leroy owned a dye plant that did much of the processing for the company. Anthony and Karen decided to offer Leroy an interest in their company, in consideration for which Leroy would contribute his dye plant to the partnership. Leroy accepted the offer and was duly admitted as a partner. At the time he was admitted as a partner, Leroy did not know that the partnership was on the verge of insolvency. About three months after Leroy was admitted to the partnership, a textile firm obtained a judgment against the partnership in the amount of $50,000. This debt represented an unpaid balance that had existed before Leroy was admitted as a partner.The textile firm brought an action to subject the partnership property, including the dye plant, to the satisfaction of its judgment. The complaint also requested that, in the event the judgment was unsatisfied by sale of the partnership property, Leroy’s home be sold and…BZ” is a recreational club which was organized to operate golf course for its members with an original authorized capital stock of P100M. The articles of incorporation nor the by laws did not provide for the distribution of dividends although there is a provision that after dissolution, the assets shall be given to a charitable corporation. Which of the following statement is true based on existing This is a stock corporation since its articles of incorporation and by-laws are silent, it is presumed that it can declare dividends. This is a non-stock corporation because the articles of incorporation did not provide for the distribution of dividends. The stockholders or members must amend the articles of incorporation and state clearly whether the corporation is a stock corporation or a non-stock corporation. This is a non-stock corporation because the assets after dissolution are to be given to a charitable institution.
- What is the nature of liability of limited partners as to limited partnership debts or obligations? A. They are liable up to the extent of their capital contribution only B. They are liable pro-rata up to the extent of their separate assets after the partnership assets are exhausted C. They are liable pro-rata up to the extent of their capital contribution only D. They are liable equally up to the extent of their separate assets after the partnership assets are exhaustedPaul Bunyan is the owner of noncumulative 8 percent preferred stock in the Broadview Corporation, which had no earnings or profits in 2012. In 2013, the corporation had large profits and a surplus from which it might properly have declared dividends. The directors refused to do so, however, instead using the surplus to purchase goods necessary for the corporation’s expanding business. The corporation earned a small profit in 2014. The directors at the end of 2014 declared a 10 percent dividend on the common stock and an 8 percent dividend on the preferred stock without paying preferred dividends for 2013. a. Is Bunyan entitled to dividends for 2012? For 2013? b. Is Bunyan entitled to a dividend of 10 percent rather than 8 percent in 2014?The following statements are true, except * -A limited partner is liable for partnership debts up to the extent of his capital contribution -An industrial partner can also be a capitalist partner at the same time. -An industrial partner who engages in business for himself can be excluded from the partnership. -A capitalist partner may engage in the same line of business as that of the partnership -answer not given The following partnership accounts represent a liability of a partner to the partnership, except * -Receivable from partner -Loan to partner -Due from partner -all of the above -answer not given A partner’s capital account is credited for the following transactions, except * -Share in net income -loan from the partner -Original and additional investment -both A and C -answer not given