11. Limited Partnerships Flashcards
1
Q
How many partners are in a limited partnership?
A
At least one general partner
At least one limited partner
2
Q
What is required for LP?
A
Certificate of limited partnership filing with SoS
- Name of LP
- Name + address of Agent
- Name + address of General Partners
3
Q
What if you fail to file certificate of limited partnership?
A
Still General Partnership (NOT Limited)
4
Q
What votes are required for ordinary business activities?
A
Majority votes (GENERAL partners)
5
Q
How are distributions made?
A
In proportion to Partners’ contributions
6
Q
What are partners liable for?
A
General partners
- LP’s obligations (full liability)
Limited partners
- Own torts (limited liability)
7
Q
What duties do partners owe to LP?
A
General partners
- Duty of loyalty
- Duty of care
Limited partners
- NO Fiduciary duties
