Dissolution of a general partnership

Generally, a partnership is dissolved and its business must be wound up when any of the following occur:

1. A partner in a partnership at will gives notice of intent to withdraw

2. In a partnership for a definite form (a.) all partners consent to dissolution (b.) the term has expored or (c.) 90 days have passed since a partner has died, been declared bankrupt, or has wroungfully dissociated and a majority in interest of the remaining partners do not wish to continue.

3. The happening of an event agreed to by the partners in the partnership agreement, that will trigger dissolution or that makes it unlawful for the partnership to continue.

4. Issuance of a judicical decree on application of partner that (a.) the economic purpose of partnership is likely to be frustrated, (b.) a partner has engaged in conduct making it not reasonably practicable to carry on the business or (c.) the business cannot parcticably be carried on in conformity with the partnership agreement.

5. Issuance of a judicial decree on application of a transferee of a partner's interest thar it is equitable to wind up the partnership because its term has expired or it was a partnership at will.

Dissociation of a general partnership

Dissociation is a change in the relationship of the partners caused by any partner ceasing to be associated in the carrying on of the business. Dissociation of a partner does not necessarily cause a dissolution and winding up of the business of the partnership.

Events of dissociation
a. The partner notifies the partnership that he or she wants to withdraw.
b. An event occurs that was set out in the partnership agreement as an event that would cause a dissociation.
c. The partner is expelled from the partnership by unanimous vote or as provided in the partnership agreement or by judicial decree.
d. The partner becomes a debtor in bankruptcy or the like.
e. The partner dies.

Operation of a general partnership

Absent an agreement tp the contrary, all partners have equal rights to manage the partnership business.

Decisions regarding matters within the ordinary course of the partnership's business may be controlled by majority vote unless the partnership agreement provides otherwise. Matters outside the ordinary course of the partnership's business require consent of all the partners. Examples of areas requiring unanimous consent of all partners include :

a. Adnitting new partners.
b. Confessing a judgment or submitting a claim to arbitration.
c. Making a fundamental change in the partnership business.
d. Changing the partnership agreement.
e. Assignment of partnership property to others.

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.

Sole Proprietorship
A sole prpprietorship is the simplest from of business ownership. One person owns the business and manages all of its affaris, and the sole proprietor is not considered an entity separate from the business.

Joint Venture

A joint venture is an association of persons or entities with the intent of engaging in a single business venture for profit. The key difference between a joint venture and a general partnership is the fact a joint venture is formed for a single transaction or project or a related series of transactions or projects.

Competitive Advantage in General

1. Cost Leadership Advantage

a. Build Market Share

b. Match the Price of Rival

2. Differentiation Advantage

a. Build Market Share

b. Increase Price