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Revised Uniform Partnership Act in the District of Columbia
The New Law on Partnerships: Enactment of the Revised Uniform Partnership Act (RUPA) is the First Fundamental Change in the Law of General Partnerships in the District of Columbia Since (UPA) in 1962- Effective January 1. 1998, All Partnerships Whenever Formed in D.C. are Governed by the RUPA
| Common Law |
RUPA |
| can be implied at law; equitable title |
tenancy in partnership |
| no intention necessary |
property of the partnership is owned by the partnership-not the individual partner |
| no documents needed to file with state authority |
the holding & disposing of property is the same as a corporation or LLC |
| an unincorporated association |
partnership assets = partnership property; the partner must indicate that they are a partner in a partnership or use the partnership's assets |
| not a taxable entity by classification |
transfers of property are valid as long as the authority of the partner is valid |
| voluntary agreement |
a partnership may file a statement of authority limiting the authority of a partner |
| not a legal entity; can not be sued or sue, no name, no property |
can sue or be sued in its own name |
| joint tenant with right of survivorship for personal property/ tenants in common for real property |
all acts of a partner must be in the ordinary course of business |
| partnerships could not hold or transfer title of property |
the partnership is liable for any loss or injury caused to a third person by an act or omission of a partner where that partner was acting in the ordinary course of business or with such authority |
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a judgment against the partnership is not a judgment against any partner, thus a judgment against the partnership cannot be satisfied from the personal assets of a partner unless there is also a judgment against that partner. |
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mandatory provisions:
1. No elimination of the duty of loyalty or unreasonably reduce the duty of care, good faith and fair dealing; vary the power of a partner to dissociate or restrict the rights of 3Ps.
2. Governance rights
3. Financial rights
4. Management rights |
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limited liability (LLP) : a partner is not liable for any obligation of the partnership (tort or contract)-the limited liability extend to contractual obligations of the partnership unless a partner has personally guaranteed any such obligation |
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