1. Formation (RUPA)

Question 1

What is generally required to form a General Partnership?

Answer 1

1) 2 or more persons/entities
- Capacity
- Consent

2) Co-ownership
- Objective
- Parties’ intent

3) For profit
- NOT debt/services/rent/retirement
- NOT joint tenancy/tenancy in common
- NOT extensive activity
- NOT returns

Question 2

Is a written agreement required to form a general partnership?

Answer 2

No - does not require an express agreement or a formal filing

Question 3

Can a general partnership be made even if the formalities are not met?

Answer 3

Governing law

• Agreement
• Revised Uniform Partnership Act (RUPA)

Legal purpose

Question 4

Limited Liability Partnership

Answer 4

A business entity created under a state’s general partnership laws, which grants all individual partners protection from vicarious liability for claims against the entity.

Question 5

Purported Partner

Answer 5

A person who is not a partner, but by word or action represents to being a partner or consents to being represented as such.

Question 6

Limited Partnership

Answer 6

A statutorily created business entity that must have, at a minimum, one general partner and one limited partner.

Question 7

General Partner

Answer 7

A partner in a limited partnership who has the right to participate in the management and conduct of the limited partnership’s activities, and who is jointly and severally liable for the partnership’s obligations.

Question 8

Limited Partner

Answer 8

A partner in a limited partnership who generally has no right to participate in the management or control of the limited partnership, and who enjoys limited liability protection.

Question 9

Limited Liability Limited Partnership

Answer 9

A type of limited partnership in which the general partners and limited partners receive limited liability protection under state law.