Chapter 35

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  1. Limited Partnerships (consist of)
    • general partners (manage business, invest capital and are personally liable)
    • limited partners (invest capital no management participation and are not personally responsible/liable for debts beyond capital contributions)
    • *most have one or more of each
  2. Limited Partnerships are ruled by
  3. Certificate of Limited Partnership
    • Must be signed by 2 or more people and contains this info
    • -names of limited partnership
    • -general character of business
    • -address of business
    • -name and address of all partners
    • -date of dissolution
    • -amount of cash/property contributed by each partner
  4. Certificate of Limited Partnership must be filed with
    Secretary of state in the state the partnership is in
  5. Name of limited partnership cannot be
    the name of a limited partner
  6. Defective Formation
    • when certificate of LP was not properly filed
    • if substantially complied (didn't fully comply partial compliance made a colourable attempt to file correctly called DEFACTO LP)
  7. Dejure LP
    correctly filed by law
  8. Limited Partnership Agreement
    not required by law sets forth duties, conditions, termination and dissolution of partnership
  9. If no agreement RUPA says profits and losses are
    to be shared on basis of each partners capital contribution
  10. RUPA requires what when a new partner is admitted
    requires the consent of all partners
  11. Foreign Limited Partnerships
    out of state partners
  12. Domestic LP
    with in state
  13. Alien Partnerships
    International LP
  14. General Partners Liability
    personally liable for debts and obligations
  15. Limited Partners Liability
    only liable up to capital contributions by not personally liable
  16. If LP starts to make management decisions the
    give up right to be classified as LP
  17. LP can do these things
    • can be an agent and employee and contractor
    • consult
    • act as surety
    • vote
  18. Dissolution of a Limited Partnerships
    • must file a certificate of cancellation with secretary of state
    • wind up liquidate and distribute assets
  19. Cause of Dissolution
    • death
    • written consent of all partners
    • w/drawl of GP can happen at any time
    • w/drawl of LP need 6 month notice (decree of judicial dissolution)
  20. Limited Liability limited Partnership LLP
    • has GP or LP and both are not personally liable for debts
    • must file with Secretary of State articles of LLP
    • usually GP are managing partnerships while LP's are investors
    • insurance is required b/c no way of paying debt w/o it
    • must be professionals
Card Set:
Chapter 35
2012-04-24 21:26:41
Business Law

Limited Partnership & Limited LIability Limited Partnerships
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