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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
Limited Partnerships are ruled by
RUPA
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
Certificate of Limited Partnership must be filed with
Secretary of state in the state the partnership is in
Name of limited partnership cannot be
the name of a limited partner
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)
Dejure LP
correctly filed by law
Limited Partnership Agreement
not required by law sets forth duties, conditions, termination and dissolution of partnership
If no agreement RUPA says profits and losses are
to be shared on basis of each partners capital contribution
RUPA requires what when a new partner is admitted
requires the consent of all partners
Foreign Limited Partnerships
out of state partners
Domestic LP
with in state
Alien Partnerships
International LP
General Partners Liability
personally liable for debts and obligations
Limited Partners Liability
only liable up to capital contributions by not personally liable
If LP starts to make management decisions the
give up right to be classified as LP
LP can do these things
can be an agent and employee and contractor
consult
act as surety
vote
Dissolution of a Limited Partnerships
must file a certificate of cancellation with secretary of state
wind up liquidate and distribute assets
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)
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
Author
ebonyprep
ID
149874
Card Set
Chapter 35
Description
Limited Partnership & Limited LIability Limited Partnerships
Updated
2012-04-24T21:26:41Z
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