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Flashcards in LImited Partnerships Deck (7)
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1

Creation

Elements:

  • One or more general partners and
  • one or more limited partners

2

General Partners

Act and are treated exact same way as partners in a general partnership (manage the business and are personally liable without limitation for partnership obligations)

3

Creation

Formed by filing with the state a signed certificate, setting forth:

  1. Name of the limited partnership
  2. Address of the registered office
  3. Name and busienss address of each general partner
  4. Whether any partner's interest is to be evidenced by a certificate of partnership interest; and
  5. any other provision the partners elect to set out for the regulation of internal affairs of the limited partnership

4

Limited Partners

  • Contribute capital and sare in profits
  • Have no right to take part in the control or management of the busienss
  • Liability is limited to their contribution

5

Profits and Losses

Allocated among the parties in accordance with the partnership agreement

OR

if no agreement, on the basis of each partner's contribution 

6

Dissolution

  • Limited partnership dissolves at the time or upon the happening of the events specific in the certificate,
  • the partnership agreement, or
  • upon the written consent of all partners

7

Liability Repayment Order, Upon Winding Up

  1. Creditors, including partners who are creditors
  2. Partners and former partners in satisfaction of accrued but unpaid interim distributions and distributions due upon withdrawal
  3. Partners for return of their contributions
  4. Partners for payments of partnership interests