Chapter XII PARTNERSHIP CONDENSED OUTLINE

Chapter XII PARTNERSHIP CONDENSED OUTLINE I. INTRODUCTION A. Statutes Affecting Partnerships and Limited Liability Companies. B. Secretary of State Forms and Fees. C. Practice Works. D. Fictitious Business Name. E. Joint Venture. II. GENERAL PARTNERSHIP A. Uniform Partnership Act of 1994. B. Nature and Formation of Partnership. C. Partnership Property. D. Relations Between Partners. E. Relations With Third Parties. F. Dissociation of Partner. G. Dissolution and Winding Up. H. Reorganization. 575

III. LIMITED PARTNERSHIP A. In General. B. Nature and Formation of Limited Partnership. C. Limited Partners. D. General Partners. E. Contributions and Distributions. F. Dissociation of Partner. G. Transferable Interests. H. Dissolution and Winding Up. I. Actions by Partners. J. Reorganization. K. Foreign Limited Partnership. IV. LIMITED LIABILITY PARTNERSHIP A. In General. B. Registered Limited Liability Partnership. C. Foreign Limited Liability Partnership. V. LIMITED LIABILITY COMPANY A. In General. B. Operating Agreement. C. Formation. D. Relations With Third Parties. E. Relations of Members With One Another and With Company. F. Transferable Interests and Rights of Transferees and 576

Creditors. G. Dissociation of Member. H. Dissolution and Winding Up. I. Foreign Limited Liability Companies. J. Actions by Members. K. Reorganization. DETAILED OUTLINE I. INTRODUCTION A. [ 1] Statutes Affecting Partnerships and Limited Liability Companies. B. [ 2] Secretary of State Forms and Fees. C. [ 3] Practice Works. D. Fictitious Business Name. 1. [ 4] In General. 2. [ 5] Fictitious Name Defined. 3. [ 6] Coverage and Exclusions. 4. Procedure. (a) [ 7] Fictitious Business Name Statement. (b) [ 8] Filing and Publication. (c) [ 9] Expiration and Renewal. (d) [ 10] Withdrawal and Abandonment. 5. [ 11] Effect of Failure To Comply. E. Joint Venture. 1. [ 12] Nature and Distinctions. 577

2. [ 13] Proof of Oral Agreement. 3. Incidents of Relation. (a) [ 14] Sharing of Profits and Losses. (b) [ 15] Accounting Among Members. (c) [ 16] Duty To Share Business Opportunity. (d) [ 17] Relations With Third Persons. II. GENERAL PARTNERSHIP A. Uniform Partnership Act of 1994. 1. [ 18] Statutory Development. 2. [ 19] Organization. 3. [ 20] Definitions. 4. [ 21] Knowledge, Notice, and Notification. 5. [ 22] Partnership Agreement. 6. [ 23] Statements. 7. [ 24] Governing Law. B. Nature and Formation of Partnership. 1. [ 25] In General. 2. [ 26] Partnership Is Distinct Entity. 3. Determining Formation. (a) [ 27] Coownership and Revenue Sharing. (b) [ 28] Intention To Carry on Business. (c) [ 29] Partnership by Estoppel. C. Partnership Property. 1. [ 30] Nature and Acquisition of Property. 2. [ 31] Interest of Partner. 578

3. [ 32] Transfer of Partnership Property. D. Relations Between Partners. 1. Fiduciary Relationship. (a) [ 33] In General. (b) [ 34] Specific Duties. 2. [ 35] Good Faith and Fair Dealing. 3. [ 36] Permissible Partner Activity. 4. [ 37] Rights and Entitlements of Partners. 5. [ 38] Actions Between Partners. E. Relations With Third Parties. 1. [ 39] Partner as Agent. 2. [ 40] Statement of Authority. 3. [ 41] Purported Partner. 4. [ 42] Liability of Partnership for Wrongful Acts. 5. [ 43] Joint and Several Liability. 6. [ 44] Remedies of Creditors. F. Dissociation of Partner. 1. [ 45] In General. 2. Events Causing Dissociation. (a) [ 46] In General. (b) [ 47] Expulsion. 3. [ 48] Effect of Dissociation. 4. Buyout of Dissociating Partner s Interest. (a) [ 49] In General. (b) [ 50] Payment Procedure. 579

G. Dissolution and Winding Up. 1. [ 51] In General. 2. [ 52] Conditions for Dissolution. 3. [ 53] Effect of Dissolution. 4. [ 54] Winding Up of Partnership Business. 5. [ 55] Settlement of Accounts and Contributions. H. Reorganization. 1. [ 56] In General. 2. [ 57] Definitions. 3. Conversion. (a) [ 58] In General. (b) [ 59] Conversion Plan. (c) [ 60] Effect. (d) [ 61] Conversion Statement. (e) [ 62] Record Ownership of Real Property. 4. Merger. (a) [ 63] In General. (b) [ 64] Merger Agreement. (c) [ 65] Effect. (d) [ 66] Certificate or Statement of Merger. (e) [ 67] Record Ownership of Real Property. III. LIMITED PARTNERSHIP A. In General. 1. [ 68] Statutory Development. 2. [ 69] Adoption and Effect of Uniform Act. 580

3. [ 70] Organization. 4. [ 71] Definitions. 5. [ 72] Knowledge, Notice, and Notification. 6. [ 73] Name. 7. [ 74] Office and Information. 8. [ 75] Agent and Service of Process. 9. [ 76] Partners. 10. [ 77] Filing Requirements. B. Nature and Formation of Limited Partnership. 1. [ 78] Nature of Limited Partnership. 2. [ 79] Partnership Agreement. 3. [ 80] Certificate of Limited Partnership. 4. [ 81] Amendment or Correction of Certificate. 5. [ 82] Restated Certificate. C. Limited Partners. 1. [ 83] Admission of Limited Partners. 2. [ 84] Participation and Liability. 3. [ 85] Discharge of Duties. 4. [ 86] Rights of Limited Partners. 5. [ 87] Protection of Rights in Rollup Transactions. D. General Partners. 1. [ 88] Admission of General Partners. 2. [ 89] Fiduciary Duties. 3. [ 90] Management and Conduct of Business. 581

4. [ 91] Access to Information. 5. [ 92] Liability of General Partners. 6. [ 93] Actions and Judgments. E. Contributions and Distributions. 1. [ 94] Contributions. 2. [ 95] Distributions. F. Dissociation of Partner. 1. [ 96] Dissociation as Limited Partner. 2. [ 97] Dissociation as General Partner. G. Transferable Interests. 1. [ 98] In General. 2. [ 99] Rights of Creditors. H. Dissolution and Winding Up. 1. [ 100] Nonjudicial Dissolution. 2. [ 101] Judicial Dissolution. 3. [ 102] Winding Up. 4. [ 103] Acts After Dissolution. 5. [ 104] Claims. 6. [ 105] Distribution of Assets. I. [ 106] Actions by Partners. J. Reorganization. 1. Conversion. (a) [ 107] In General. (b) [ 108] Conversion Plan. 582

(c) [ 109] Effect of Conversion. (d) [ 110] Conversion Statement. 2. Merger. PARTNERSHIP (a) [ 111] In General. (b) [ 112] Merger Agreement. (c) [ 113] Certificate of Merger. (d) [ 114] Effect of Merger. (e) [ 115] Merger of Domestic and Foreign Limited Partnerships. (f) [ 116] Record Ownership of Real Property. 3. Dissenting Limited Partner s Rights. (a) [ 117] In General. (b) [ 118] Definitions. (c) [ 119] Notice and Demand. (d) [ 120] Determination of Fair Market Value. (e) [ 121] Rights and Privileges of Dissenting Limited Partners. (f) [ 122] Right To Attack Reorganization. K. [ 123] Foreign Limited Partnership. IV. LIMITED LIABILITY PARTNERSHIP A. In General. 1. [ 124] Statutory Authorization. 2. [ 125] Limited Liability Partnership Defined. 3. [ 126] Security for Claims. 4. [ 127] Compliance With Professional Requirements. 5. [ 128] Agent for Service of Process. 583

B. Registered Limited Liability Partnership. 1. [ 129] In General. 2. [ 130] Registration. 3. [ 131] Amendment or Cessation. 4. [ 132] Conversion of Domestic Partnership. 5. [ 133] Limitation on Partner s Liability. 6. [ 134] Limitation on Distributions. 7. [ 135] Exemption From Taxes. C. Foreign Limited Liability Partnership. 1. [ 136] In General. 2. [ 137] Registration. 3. [ 138] Amendment or Cessation. 4. [ 139] Failure To Register. V. LIMITED LIABILITY COMPANY A. In General. 1. [ 140] Statutory Development. 2. [ 141] Organization. 3. [ 142] Definitions. 4. [ 143] Characteristics of Limited Liability Company. 5. [ 144] Taxation of Limited Liability Company. 6. [ 145] Company Name. 7. [ 146] Office and Information. 8. [ 147] Service of Process. 584

B. Operating Agreement. 1. [ 148] Nature and Scope. 2. [ 149] Modification of Fiduciary Duties. 3. [ 150] Modification of Rights and Duties of Members. 4. [ 151] Effect on Company and Members. 5. [ 152] Effect on Third Parties and on Records. C. Formation. 1. [ 153] Filing Articles of Organization. 2. [ 154] Filing Records. 3. [ 155] Biennial Statement. D. Relations With Third Parties. 1. [ 156] Member or Manager as Agent of Company. 2. [ 157] Liability of Company, Members, and Managers. 3. [ 158] Failure To Execute or File Document. 4. [ 159] Penalty for False and Deceptive Acts. E. Relations of Members With One Another and With Company. 1. [ 160] Membership. 2. [ 161] Contributions. 3. Distributions. (a) [ 162] Right to Distribution Before Dissolution. (b) [ 163] Limitations on Distribution. (c) [ 164] Liability for Improper Distribution. 4. Management. (a) [ 165] In General. (b) [ 166] Member-Managed. 585

(c) [ 167] Manager-Managed. 5. [ 168] Meetings. 6. [ 169] Voting. 7. [ 170] Officers. 8. [ 171] Indemnification and Insurance. 9. [ 172] Fiduciary Duties of Members. 10. Sharing Information. (a) [ 173] Right to Information. (b) [ 174] Failure of Company To Comply. F. Transferable Interests and Rights of Transferees and Creditors. 1. [ 175] Transferable Interests. 2. [ 176] Charging Order. G. Dissociation of Member. 1. [ 177] In General. 2. [ 178] Events Causing Dissociation. 3. [ 179] Effect of Dissociation as Member. H. Dissolution and Winding Up. 1. [ 180] Events Causing Dissolution. 2. [ 181] Cancellation. 3. [ 182] Judicial Dissolution. 4. [ 183] Winding Up. 5. [ 184] Distribution of Assets in Winding Up. 6. [ 185] Continuation of Company for Specified Purposes. 7. [ 186] Causes of Action Against Dissolved Company. 586

8. [ 187] Certificates of Dissolution, Cancellation, and Continuation. I. [ 188] Foreign Limited Liability Companies. J. [ 189] Actions by Members. K. Reorganization. 1. [ 190] Definitions. 2. Conversion. (a) [ 191] Requirements for Converting From Limited Liability Company to Other Entity. (b) [ 192] Conversion Plan. (c) [ 193] Statement or Certificate of Conversion. (d) [ 194] Requirements for Converting From Other Entity to Limited Liability Company. (e) [ 195] Effect of Conversion. 3. Merger. PARTNERSHIP (a) [ 196] In General. (b) [ 197] Merger Agreement. (c) [ 198] Certificate of Merger. (d) [ 199] Effect of Merger. 4. [ 200] Rights of Dissenters. 587