KEY: Limited Partnership required to file a Certificate of Limited Partnership w/ PA Dpt State.
- GEN: One or more general partners AND one or more limited partners.
- NAME: LP name must include the magic words -- LIMITED PARTNERSHIP.
- >> A general partner can be a corporation, trust, entity or person.
- >> Writing Req: none.
- BENEFIT: Limited partner NOT liable for the LP's debts and obligations.
- EXCEPTION: Limited parnter participates in the control of the business.
- >> Loses right to limited liability.
- >> BUT: Limited partner who paricipates -- only liable to person who transact biz with the partnership reasonably believing the limited partner is a general partner.
PROFITS/LOSSES/DISTRIBS: Partner's share based on the proportion of the partner's contribution
as stated in the LP records.
- ASSIGNMENT: Limited partner may assign his P interst; does not dissolve LP.
- >> Assignee does not become a limited partner and is only entitled to distributions UNLESS assignor gives assignee additional rights in accordance with the LP agmt.
- Same as GP, but also when a GP withdraws -- unless:
- (1) at least one GP remains and the LP agmt permits continuation; OR
- (2) all partners agree in wiriting w/in 90 days to continue the P biz and to appoint one or more GPs.