The Uniform Partnership Act provides states with guidance for drafting state partnership law. Individual states are free to adopt or adapt any or all of the articles of the UPA. The UPA forms the basis for partnership law in the majority of states and fills in any gaps not addressed by the partnership agreement. With few exceptions, partners are able to modify the provisions of state partnership law in their partnership agreement.
The general partners are personally liable for all of the debts and obligations of the partnership. This liability extends beyond the individual partner's contribution to the partnership to include all of the partnership's obligations. Partners share equally in the right, and the responsibility, for the conduct and management of the business. These rights are not weighted by individual capital or time contribution to the partnership. A simple majority vote decides most ordinary matters of the partnership with a tie vote operating to defeat the action being considered.
Unless the partners agree, partners are not entitled to a salary for services they provide to the partnership. It is assumed that partners devote all of their time and service to the partnership. Any income earned by a partner elsewhere is deemed to belong to the partnership. Expenses that a Telephone Number List partner incurs personally while working on behalf of the partnership are reimbursable. They must keep the other partners fully informed and adhere to the provisions of the partnership agreement and to the decisions made by the partnership. A general partnership is created when two or more parties agree to operate a for-profit business together. It is easy to create - sometimes too easy.
A partner who provides capital to the partnership becomes a creditor of the partnership. The partner is entitled to receive interest on the money loaned and is entitled to repayment. However, the partner's claim to repayment is subordinate to all claims by non-partner creditors. Each partner has the right to demand from any other partner full and true information affecting the partnership. The records of the partnership must be kept accessible at the partnership's principle place of business and partners have unfettered rights to inspect and copy those records.