Business entities statutes
3rd restatement of agency
 Chapter 1: Introductory matters
 Chapter 2: Principals of attribution
o 2.01 actual authority
o 2.02 scope of actual authority
o 2.03 apparent authority
o 2.04 respondeat superior
o 2.06 liability of undisclosed principal
 Chapter 3L creation and termination of authority and agency relationships
o 3.01 creation of actual authority
o 3.03 creation of apparent authority
o 3.06 termination of actual authority – in general
o 3.07 death, cessation of existence, and suspension of powers
o 3.08 loss of capacity
o 3.09 termination by agreement or by occurrence of changed circumstances
o 3.10 manifestation terminating actual authority
o 3.11 termination of apparent authority
o 3.15 subagency
 Chapter 4: ratification
o 4.01 ratification defined
o 4.02 effect of ratification
o 4.03 acts that may be ratified
o 4.04 capacity to ratify
o 4.05 timing of ratification
o 4.06 knowledge requisite to ratification
o 4.07 no partial ratification
 Chapter 6: contracts and other transactions with third parties
o 6.01 agent for disclosed principal
o 6.02 agent for unidentified principal
o 6.03 agent for undisclosed principal
o 6.11 agent’s representations
 Chapter 7: Torts – liability of agent and principal
o 7.01 agent’s liability to third party
o 7.02 duty to principal; duty to third party
o 7.03 principal’s liability – in general
o 7.04 agent acts with actual authority
o 7.07 employee acting within scope of employment
o 7.08 agent acts with apparent authority
 Chapter 8: duties of agent and principal to each other
o 8.01 general fiduciary principal
o 8.02 material benefit arising out of position (loyalty)
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8.03 Acting as or on behalf of an adverse party (loyalty)
8.04 competition (loyalty)
8.05 use of principal’s property and confidential info (loyalty)
8.06 principal’s consent (regarding loyalty 8.01-8.04)
8.08 duty of care, competence, and diligence
8.10 duty of good conduct (refrain from conduct likely to damage principal)
8.11 duty to provide info
8.15 principal’s duty to deal fairly and in good faith
RUPA
 Article 1: general provisions
o 101 definitions
o 102 knowledge and notice
o 103 effect of partnership agreement; nonwaivable provisions
o 105 execution, filing, and recording of statements
 Article 2: nature of partnership
o 202 formation of partnership
o 203 partnership property
o 204 when property is partnership property
 Article 3: relations of partners to persons dealing with partnership
o 301 partner agent of partnership
o 302 transfer of partnership property
o 3.05 partnership liable for partner’s actionable conduct
o 3.06 partner’s liability
o 3.07 actions by and against partnership and partners
o 3.08 liability of purported partner
 Article 4: relations of partners to each other and to partnership
o 401 partner’s rights and duties
o 403 partner’s rights and duties with respect to info
o 404 general standards of partner’s conduct (discusses fiduciary duties)
o 405 actions by partnership and partners
o 406 continuation of partnership beyond definite term or particular undertaking
 Article 5: transferees and creditors of partner
o 501 partner no co-owner of partnership property
o 502 partner’s transferable interest in partnership
o 503 transfer of partner’s transferable interest
o 504 partner’s transferable interest subject to charging order
 Article 6: partner’s dissolution
o 601 events causing a partner’s dissolution
o 602 partner’s power to dissociate; wrongful dissociation
o 603 effect of partner’s dissociation
 Article 7: partner’s dissociation when business not wound up
o 701 purchase of dissociated partner’s interest
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o 702 dissociated partner’s power to bind and liability to partnership
o 703 dissociated partner’s liability to other persons
o 704 statement of dissociation
o 705 continued use of partnership name
Article 8: winding up partnership business
o 801 events causing dissolution and winding up of partnership business
o 802 partnership continues after dissolution
o 803 right to wind up partnership business
o 804 partner’s power to bind partnership
o 805 statement of dissolution
o 806 partner’s liability to other partners after dissolution
o 807 settlement of accounts and contributions among partners
Article 9: conversions and mergers
o 901 definitions
o 904 effect of conversion; entity unchanged
o 905 merger of partnerships
o 906 effect of merger
PA ULLCA 2016
Chapter 88: limited liability companies
 Subchapter A: general provisions
o 8812 definitions
o 8813 knowledge and notice
o 8814 governing law
o 8815 contents of operating agreement (including limitations)
o 8816 application of operating agreement
o 8817 amendment and effect of operating agreement
o 8818 characteristics of LLC
o 8819 powers
 Subchapter B: formation and filings
o 8821 Formation of LLC and certificate of organization
o 8822 amendment or restatement of certificate of organization
o 8823 signing of filed documents
 Subchapter C: Relations of members and managers to persons dealing with LLC
o 8831 status of member or manager as agent
o 8834 liability of members and managers
 Subchapter D: relations of members to each other and to LLC
o 8841 becoming a member
o 8843 liability for contributions
o 8844 sharing of and right to distributions before dissolution
o 8845 limitations on distributions
o 8847 management of LLC
o 8848 reimbursement, indemnification, advancement, and insurance
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o 8849.1 standards of conduct for members (includes fiduciary duties)
o 8849.2 standards of conduct for managers (includes fiduciary duties)
o 8850 rights to info
Subchapter E: transferable interests and rights of transferees and creditors
o 8851 nature of transferable interest
o 8853 charging order
Subchapter F: Dissociation
o 8861 events causing dissociation
o 8862 power to dissociate and wrongful dissociation
o 8863 effects of dissociation
Subchapter 6: dissolution and winding up
o 8871 events causing dissolution
o 8872 winding up and filing of certificates
o 8877 disposition of assets in winding up