Alternative Unincorporated Business Organizations Flashcards
What is a limited partnership?
At least one general partner and at least one limited partner.
How do you form a limited partnership?
You must file with the state a “limited partnership certificate” that includes the names of all general partners.
Who is liable for all limited partnership obligations?
General partners are liable for all limited partnership obligations. But still maintain control
What is the liability of a limited partner?
Have limited liability and therefore are not liable for the obligations of a limited partnership itself. Although the law in most states is still that a limited partner may not manage the business, under the newly revised Uniform Limited Partnership Act, limited partners now may manage without forfeiting their limited liability status.
How do you form a registered limited liability partnership?
Must register with state by filing a statement of qualification and annual reports.
Who is liable for the obligations of an RLLP?
No partner is liable for the obligations of an RLLP.
What is a limited liability corporation?
Owners or members have the same rights and limited liabilities as shareholders in a corporation plus the benefits of partnership tax treatment.
How do you form an LLC?
Artciles of organization and may adopt an operation agreeement.
Who has control over an LLC?
owners have choice - they may manage the business or they may delegate their control to a team of managers
What is necessary for a full membership interest to be transferred?
A full membership interest may not be transferred without unanimous consent of the members or as provided otherwise in your operating agreement.
How does an LLC dissolve?
The company will dissolve upon unanimous consent of the members or as provided otherwise in your operating agreement.
What are the 4 limiteds of an LLC?
limited liability + limited liquidity + limited life + limited tax
