| Common
Law |
RUPA |
| can
be implied at law; equitable title |
tenancy
in partnership |
| no
intention necessary |
property
of the partnership is owned by the partnership-not the
individual partner |
| no
documents needed to file with state authority |
the
holding & disposing of property is the same as a corporation
or LLC |
| an
unincorporated association |
partnership
assets = partnership property; the partner must indicate
that they are a partner in a partnership or use the partnership's
assets |
| not
a taxable entity by classification |
transfers
of property are valid as long as the authority of the
partner is valid |
| voluntary
agreement |
a
partnership may file a statement of authority limiting
the authority of a partner |
| not
a legal entity; can not be sued or sue, no name, no property |
can
sue or be sued in its own name |
| joint
tenant with right of survivorship for personal property/
tenants in common for real property |
all
acts of a partner must be in the ordinary course of business |
| partnerships
could not hold or transfer title of property |
the
partnership is liable for any loss or injury caused to
a third person by an act or omission of a partner where
that partner was acting in the ordinary course of business
or with such authority |
| |
a
judgment against the partnership is not a judgment against
any partner, thus a judgment against the partnership cannot
be satisfied from the personal assets of a partner unless
there is also a judgment against that partner. |
| |
mandatory
provisions:
1. No elimination of the duty of loyalty or unreasonably
reduce the duty of care, good faith and fair dealing;
vary the power of a partner to dissociate or restrict
the rights of 3Ps.
2. Governance rights
3. Financial rights
4. Management rights |
| |
limited
liability (LLP) : a partner is not liable for any obligation
of the partnership (tort or contract)-the limited liability
extend to contractual obligations of the partnership unless
a partner has personally guaranteed any such obligation |
