Alternative Unincorporated Business Organizations Flashcards
Limited Partnerships:
- def?
- formation?
Def- partnership w/ at least one general partner and at least one limited partner
Formation- must file a limited partnership certificate, including the names of all general partners
Limited Partnerships: Liability & Control
- general partners?
- limited partners?
General partners
- liable for all limited partnership obligations
- may control the business
Limited partners
- limited liability and therefore are not liable for the obligations of the limited partnership itself
- NY limited partners may not manage/control the business w/o FORFEITING their limited liability
Registered Limited Liability Partnerships (RLLP)
- formation?
- liabilities?
- Form by filing a certificate of registration w/ the label “RLLP” and stating the profession to be practiced
- NO PARTNER is personally liable for the debts and obligations of this partnership
Limited Liability Companies (LLC)
- def?
- formation requirements?
- Def: Hybrid mixture between a corporation and a partnership in which the owners, who are called “members,” have the same rights and limited liability as shareholders in a corporation PLUS the benefits of partnership tax treatment.
- Formation: must file articles of organization AND you MUST publish a summary of the articles in at least 2 newspapers AND you MAY adopt an operating agreement
LLC: control?
owners (aka “members”) may control, but also may delegate their control to a team of managers
LLC: limited liquidity
a full membership interest may not be transferred w/o majority consent of the membership interests OR as provided in the operating agreement.
LLC: Limited Life
company will dissolve upon majority vote of the membership interests OR as provided in the operating agreement
LLCs =
LIMITED LIABILITY + LIMITED LIQUIDITY + LIMITED LIFE + LIMITED TAX
