Articles Tagged with partnership

Underwood-Blog-Images-4-300x300The way a business is conducted depends on the entity used to conduct it. There are several entities one can form in order to conduct a business. One common entity used to conduct a business is a partnership. The formalities for creating a partnership are dependent on what type of partnership a person decides to form. A partnership can be formed either as a general partnership or as a limited partnership. The purpose of this article will be to provide information on partnership entities and their formation. 

What is a General Partnership?

A partnership is defined as an “association of two or more persons to carry on as co-owners a business for profit.” Cal. Corp. Code § 16101(10). A general partnership is made up of only general partners, and each general partner is jointly and severally liable for the partnership. This means that a general partner is liable for the obligations of the general partnership. 

Underwood-Blog-Images-1-3-300x300Yes. While joint ventures are a distinct type of business entity, they share many similarities with general partnerships in California. In fact, “the resemblance between a partnership and joint venture is so close that the rights as between adventurers are governed by practically the same rules that govern partners.” (Milton Kauffman, Inc. v. Superior Court (1949) 94 Cal.App.2d 8, 17.) That being said, there are some differences between the two. This post will address those differences and discuss the common issues that arise among them.  

What is a joint venture?

Under California law, a joint venture “exists where there is an agreement between the parties under which they have a community of interest, that is, a joint interest, in a common business undertaking…” (County of Riverside v. Loma Linda Univ. (1981) 118 Cal.App.3d 300, 313.) In essence, “a joint venture is an undertaking by two or more persons to carry out a single business enterprise for profit.” (Unruh-Haxton v. Regents of University of California (2008) 162 Cal.App.4th 343, 370.)

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