法律翻译 - 合伙(问与答)Partnership.doc

100 1 Partnership (Questions and Answers) What is a partnership? A partnership is an association of two or morepersons to carry on as coowners a business forprofit.What are the essential characteristics of apartnership?1. It is an association of individuals. 12. it is voluntary, in the sense that no person can beforced into a partnership.2For example, one partner may assign or sell hisinterest in a partnership, but he can only become apartner by being accepted by the other partners.3. There is co-ownership. 3Each of the partners must have a proprietaryinterest not only in the profits, but also in theenterprise itself.4. the association must be for profit. 4Nonprofit organizations cannot be partnerships. 5. There is mutual agency of partners. 5Each partner is the agent of the others and of thefirm for all partnership acts. 100 2 Since there is mutual agency, the relationshipbetween partners is a fiduciary or confidential one,which means that there must be good faith and fulldisclosure among all the partners.6. there is mutual liability of partners. 6Each partner is liable for all partnership acts. This means, in effect, that each partner maybecome exclusively liable for partnership debts andobligations if the firm and/or partners becomeinsolvent.Who may be a partner? Any person competent to make a binding contractmay become a partner.May one partnership become affiliated with anotherpartnership?Yes, provided all the members of both partnershipsagree.What is the true test of whether or not a partnershiphas been created?The intent of the parties, expressed either by anagreement-written or oral - or implied by thecircumstances. 100 3 Under what terms and conditions will money orcredit advanced in consideration of a share of theprofits be considered a loan rather than aninference of partnership?1. When the money advanced is returnable in anyevent.12. When the party advancing the money is given nocontrol over the business, except as security toprotect the advance.23. When a note is taken for the amount of theadvance.34. When there is a stipulation against liability. 4Under what circumstances will such advancementof money or credit be construed as a partnership?1. When the repayment of the money is contingentupon profits made by the firm.12. When the party advancing money or credit isgiven managerial control, including duties.23. When there are no instruments or evidence ofdebt.34. When there is no stipulation against liability forlosses.4 100 4 What constitutes documentary evidence of apartnership?1. the partnership agreement, which should disclosethe names of all partners.12. books of account, which should show therelationship of the parties.23. the stationary of the firm which should indicatethe firm names as well as the names of thosecomprising the partnership.34. contracts, business orders, and invoices, whichoften indicate the nature of the proprietary interest.45. lease, which should be signed by all members ofthe firm.56. letters and other correspondence, which oftenindicate how the parties regard themselves.67. bank accounts, which disclose who is authorizedto issue checks and in whose individual names thefunds are listed.78. law suits, which disclose the individual names ofthe partners who file or defend a suit.8How may a partnership be established bycircumstances? 100 5 The Uniform Partnership Act provides, in part: When a person, by words, spoken or written, or byconduct, represents himself, or consents to anotherrepresenting him to any one, as a partner in anexisting partnership or with one or more personsnot actual partners, he is liable to any such personto whom such representation has been made, whohas, on the faith of such representation, givencredit to the actual or apparent partnership, and ifhe has made such representation or consented toits being made in a public manner he is liable tosuch a person, whether th