Alternative Unincorporated Business Organizations

Question 1

Limited Partnerships Defined

Answer 1

A partnership with at least one general partner and at least one limited partner

Question 2

Limited Partnership Formation

Answer 2

File with the state a limited partnership certificate that includes the names of all general partners

Question 3

Limited Partnership: Liability and Control

Answer 3

1) General partners: liable for all limited p-ship obligations. Still have right to manage business
2) Limited Partners: Not liable for debts/obligations of the limited p-ship itself. Although the law in most states is still that LPs may not manage the business, under the newly revised Uniform Limited Partnership Act, limited partners may manage the business without giving up their limited liability status.

Question 4

Registered Limited Liability Partnerships (RLLP)

Answer 4

Formation: filing a statement of qualification and annual reports
Liability: NO partner is liable for the debts/obligations

Question 5

Limited Liability Companies (LLC): Defined

Answer 5

Hybrid between a corporation and a partnership in which the owners have the same rights and limited liabilities of shareholders in a corporation and the benefits of partnership tax treatment

Question 6

LLC Formation Requirements

Answer 6

File articles of organization and may adopt an operating agreement

Question 7

LLC Control

Answer 7

Members may manage the business OR may delegate control to team of managers who behave like the board of directors in a corporation.

Question 8

LLC Limited Liquidity

Answer 8

Full membership interest may not be transferred without unanimous consent of the members OR as provided in the operating agreement

Question 9

LLC Limited Life

Answer 9

The company will dissolve upon unanimous consent of its members OR as provided in the operating agreement

Question 10

LLCs=

Answer 10

limited liability + limited liquidity + limited life + limited tax