Alt. Business Orgs.

Question 1

Limited Partnerships

Answer 1

W/at least 1 GP and at least 1 LP

File w/state that includes names of ALL GPs (LPs count)

GPs are liable for ALL limited partnerships obligations (still have right to manage business)

LPs have limited liability (ULP = can manage, most states that can’t)

Question 2

Registered LLP

Answer 2

By registering w/the state by filing a statement of qualification + annual reports

NO partners is liable for its debts and obligations NOT even GPs

Question 3

LLCs

Answer 3

Hybrid between corp. and partnership in which owners/members have same rights and limited liabilities of shareholders of corp. and benefits of partnership tax treatment

File Art. of Org.

May manage the business or they may delegate their control to team of managers like Board.

Limited Liquidity (need unanimous consent of all members)

Limited Life (Will dissolve upon unanimous consent of the members or as provided in Op. Agreement)

LLCs = Limited liability; liquidity; life; tax