1. Limited Partnerships

Question 1

What is required to form a limited partnership?

Answer 1

1) Partners
- At least 1 general partner
- At least 1 limited partner

2) Certificate of limited partnership
- Signed by all general partners
- Partnership’s name
- Agent’s name + address
- General partners’ name + address
- Acknowledgement as LP

3) Partnership’s name
- GP/LP’s name
- LP/Limited Partnership

4) File Certificate with Secretary of State

Question 2

What happens if the formalities for a limited partnership are not met?

Answer 2

General partnership can be formed

Question 3

Which partners are liable to the limited partnership?

Answer 3

General partners

• Joint and several liability
• Liable for LP’s debts

General + limited partners (dual capacity)

Question 4

Which partners are not liable to the limited partnership?

Answer 4

Limited partners

• Liable for own torts
• Liable for own debt (NOT LP’s debt)

Question 5

What duties do partners owe to the partnership?

Answer 5

Care

Loyalty
- But allowed to further own interests

Question 6

Which partners owe duties to the partnership?

Answer 6

General partners

Question 7

When may partners dissociate from the partnership?

Answer 7

General partners
- Before/After dissolution

Limited partners
- After dissolution

Question 8

What is required for dissociation?

Answer 8

At-will partnership

• Notice (express will to withdraw)
• Agreed event
• Valid expulsion
• Partner’s death/incapacity
• Court judgment
• Termination of partnership

Term partnership (wrongful dissociation)

• Before term expiration
• Before completion of specific purpose
• Partner’s bankruptcy