Introduction to General Partnership

a. All partner are general partners.

b. All partners share in management.

c. New general partners must be approved by all general partners.

d. All partners have unlimited personal liability for obligations of the partnership.

e. A general partner must give notice to creditors prior to withdrawal in order to avoid

liability for subsequent acts or events.

f. All partners (individually) have the apparent authority to bind the partnership and all
partners with respect to all normal partnership business transactions (except when a third
party knows the partner lacks actual authority)

g. All partners must approve all major business decision

h. Absent provisions to the contrary, profits and losses are shared equally amoung the
partners (even when capital contribution are not equal)

i. Each partner is jointly and severally liable for all partnership obligations (whether arising
from tort or contract) incurred within the scope of partnership business.

j. When a judgment is obtained against the partnership and the partners, the partnership
assets must be exhausted before any general partner's individual assets can be attached.