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Partnership • General Partnerships
PT#003
Legal Definition
Each general partner is personally liable for all debts of the partnership and for each co-partner's torts. An incoming partner is generally not liable for prior debts, although any money paid into the partnership by the incoming partner can be used to pay preexisting debts. A dissociating partner retains liability on future debts until (1) actual notice of dissociation is given to creditors, or (2) until 90 days after filing notice of a dissociation with the state.
Related Concepts
Can a partner transfer or share their right to manage the company?
Do agency principles apply to partners of a general partnership?
If a partner wishes to dissociate from a general partnership, how can the partnership avoid dissolution?
What are the consequences of a partner who dissociates in breach of the partnership agreement?
What are the most common acts of dissociation that cause dissolution?
What common general rights issues are tested on exams?
What duty is owed between general partners, and what is the remedy for breach?
What is a general partnership and how does it form?
What is liability by estoppel?
What is required for a partner to transfer ownership of specific partnership assets?
What is the priority of distribution for assets of a dissolved partnership?
What is the winding up period?
When liquidating a general partnership, how do you determine who owns what property?
