Alternative Unincorporated Business Organizations Flashcards
What is a limited partnership?
It is a partnership with at least one general partner and one limited partner. In order to form, must file with the state, called a limited partnership certificate, and it includes all the names of all general partners.
General partners are liable for all limited partnership obligations, they also have management control.
Limited partners have limited liability and therefore not liabile for LP liability. May not manage unless they give up LP status.
What is a registered limited liability partnerships (RLLP)?
It is a general or limited partnership engaged in professional services - must file a registration with the Department of State. No partner is liable for the obligation of the RLLP.
What is a limited liability company (LLC)?
This is a hybrid between a corporation and a partnership, in which owners who are called members have the same right and limited liability of shareholders plus the benefits of partnership taxes.
Organizers must file articles of organization with the state and publish as a summary of these articles in two newspapers for 6 weeks in a row. They may also adopt an operating agreeement.
Owners may control or may delegate to a team of managers.
A full membership interest cannot be transferred without consent of a majority of membership interests or as provided in the operating agreement.
The company will dissolve upon majority vote of the membership interests or what is provided in operating agreement.
LLC = Limited tax, limited liquidity and limited life.
