Other Partnership Opportunities Flashcards
1
Q
Limited Liability PS (LLPs)
A
- An LLP partner is not personally liable for an LLP obligation;
- only personally liable for his own misconduct;
- revocation of the state’s qualification of LLP status has same effect as cancellation
2
Q
Limited Partnership (LP)
general rule
A
- Must be formed by at least one GP and one LP
- LP’s liability for PS debts is limited to her capital contribution to the PS; and
- an LP is not formed if a certificate of LP is not filed.
3
Q
Limited Partner’s Rights
A
- only admitted by consent of all Ps
- Right to vote as permitted under PS agmt
- Right to inspect business and financial records
- Can lend money and transact business like a non-partner with the LP
- NOT personally liable unless LP is also GP or participates in control of the business.
4
Q
How can contributions to a LP be made?
A
- Ps can contribute cash, property or services
- Ps are obligated to the LP w/ respect to any written, enforceable promise of a future contribution
5
Q
Profits & Losses in a LP
A
May be allocated on any basis if in writring
No writing? based on each P’s contributions to PS
Distributions will mirror this if no agreement otherwise
6
Q
Winding up an LP
A
GPs wind up, but if none, then LPs may
distribution of assets first to creditors, then to Ps
