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Authority
Chapter
45
Types of Authority
Chapter
45
Chapter
45
Execute commercial
paper in the name of
the firm.
An
individual
partner
can:
Buy
insurance.
Purchase items
needed by the
business.
Hire
employees.
Borrow money for
the firms purposes.
Limits on Authority
Chapter
45
Limitations on Authority of
Partner to Bind Partnership
Law of Agency
Individual partners, acting in an
apparently proper way,
have authority to bind the firm.
Individual
Partner
Chapter
45
Business Transactions
Prohibited Transactions
Cessation of business, suretyship,
agreement to arbitrate, confession of
judgement, assignment for creditors.
Third
Person
Duties of a Partner
A partners duties are the same as those
of an agent.
These duties include loyalty and good
faith, obedience, reasonable care, the
provision of full information on all
matters affecting the firm, and the
keeping of proper and correct records.
Chapter
45
Management Rights
Chapter
45
Liability of Partners
Chapter
45
45
Chapter
45
RIGHTS
LIABILITIES
Firm Contracts
Obedience
Share of Profits
Torts of Employees
Partners Within
Scope of Business
Reasonable Care
Repayment of Loans
Breach of Duties
Information
Payment of Interest
Accounting
Inspection of Books
Limited Partnerships
Chapter
45
Chapter
45
Chapter
45
Limite d
Partne rship
No formality required.
Filing a certificate of
limited partnership wit h
appropriate state office.
Filing articles of
organization with
secretary of state.
Unlimited liability of
each partner for fir m
debts.
General partners:
unlimited liability for
firm debts.
No liability for
partners beyond t heir
contributions and
equity in firm, except
unlimited personal
liability for their own
wrongful acts and
those of persons
whom they supervise.
By members of fir m,
who may delegate
authority to managers.
All partners
according to
partnership
agreement or the
UPA.
As set forth in
partnership
agreement or the
UPA or RUPA.
Creation
Liability
Management
General partners
according to their
partnership agreement
or the UPA or RUPA.
Li mite d Liability
Partnership (LLP)
Limited partners
excluded.
Chapter
45
Limited partners: no
liability beyond loss of
investment.
Limited Liability
Company (LLC)
Dissolution