4. Alternative Unincorporated Business Organizations

Question 1

Limited Partnerships

Answer 1

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

Question 2

Formation of a limited partnership

Answer 2

You must file a limited partnership certificate including the names of all general partners with the state.

Question 3

Liability and Control in Limited Partnerships

Answer 3

1. General Partners: Liable for all limited partnership obligations, but have the right to control the business.
2. Limited Partners: Have limited liability, and therefore not liable for the debts and obligations of the partnership. They may not control the business without giving up their limited liability status.

Question 4

Formation of Registered Limited Liability Partnerships (RLLP)

Answer 4

General or limited partnerships engaged in professional services that files a certificate of registration with the state, labeled RLLP, and designating the profession to be practiced.

Question 5

Liabilities of Registered Limited Liability Partnerships (RLLP)

Answer 5

No partners are liable for the debts or obligations of the partnership.

Question 6

Limited Liability Companies (LLC)

Answer 6

A hybrid between a corporation and a partnership in which the owners, called members, have the same limited liability of shareholders in a corporation, plus the benefits of partnership tax treatment.

Question 7

Limited Liability Companies (LLC) Formation Requirements

Answer 7

Organizers must file the articles of organization with the state and publish a summary of the articles each week for at least six weeks in a row, and also must adopt an operating agreement.

Question 8

Control in Limited Liability Companies (LLC)

Answer 8

Owners may manage the business or delegate their control to a team of managers.

Question 9

Limited Liquidity in Limited Liability Companies (LLC)

Answer 9

A full membership interest may not be transferred without consent of a majority of a membership interest or as provided in the operating agreement.

Question 10

Limited Life in Limited Liability Companies (LLC)

Answer 10

The company will dissolve upon a vote of a majority of the membership interest, or as provided in the operating agreement.

Question 11

LLCs=

Answer 11

Limited liability + Limited liquidity + Limited tax + Limited life