Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 2
GENERAL PARTNERSHIPS
Section
§ 2.01 Introduction
§ 2.02 General Description of Partnerships
§ 2.03 Minnesota Law Regarding Partnerships and Their Formation
§ 2.04 Minnesota Law and Uniform Partnership Law Considerations—
the Use of the Written Partnership Agreement
§ 2.05 General Partnership Tax Considerations
§ 2.06 Advantages and Disadvantages of the Partnership Form of Business
Organization
§ 2.01 Introduction
A common form of business organization is the partnership. This
Chapter addresses the general partnership. Chapter 3 addresses the
limited partnership and Section 10.07 discusses the hybrid Limited
Liability Partnership. The Chapter begins with a general overview of the
law of partnership. Partnership is traditionally based on the law of
agency. Today, the Uniform Partnership Act (UPA) and its various
forms, as adopted by different jurisdictions, codify the principles
governing partnerships.1 A general discussion of partnership formation
issues and use of the partnership agreements to vary the statutory effect
follows in Sections 2.02 and 2.03. This Chapter concludes with tax
considerations for those considering the general partnership form of
business organization.
§ 2.02 General Description of Partnerships
“A partnership is an association of two or more persons to carry on as
co-owners of a business for profit.”2 A distinguishing feature of the
general partnership as a form of business organization is that, generally,
partners have unlimited personal liability for the debts and obligations of
the partnership. Partnership can be created by express agreement of
intent to form a partnership, or a partnership may be deemed to exist
because of the actions of the persons involved. While grounded in
agency law, partnership today is governed, generally, by the UPA as
adopted by the jurisdiction.3 The following information summarizes the
general principles of partnership law under the UPA.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis