Partnerships – Episode 4: Entity or Aggregate?

This episode introduces the Entity Theory of Partnerships as codified in the Revised Uniform Partnership Act (RUPA). It traces the historical shift from the aggregate theory—treating partnerships as collections of individuals—to the modern view of partnerships as distinct legal entities. The episode explains how this change affects property ownership, contractual capacity, and litigation, allowing partnerships to own assets, enter contracts, and sue or be sued in their own name. It also discusses remaining areas where the aggregate theory persists, including partnership taxation (pass-through treatment) and dissolution. The episode concludes by assessing how the Entity Theory improves legal clarity for third parties while preserving flexibility for partners.