Alternative Unincorporated Entities Flashcards
What is a limited partnership?
A partnership composed of 1 or more general partners and 1 or more limited partners
* Limits liability of limited parterns for partnership debts–only liable for the amount they’ve agreed to contribute to join the partnership
How do you form a limited partnership?
File certificate of limited partnership with State Corporation Commission
* Must be signed by all general partners
* List the name of LP
* List address of registered office
* List name of registered agent at registered office
* List name and address of each general partner
* Must be amended within 30 days after such information changes
What is a general partner’s voting power and liabilities?
- Voting power–may grant all or certain identified group of general partners the right to vote
- Liabilities and powers are otherwise the same
What is a limited partner’s liability?
Limited–not liable for obligations of other partners or partnership
* EXCEPTION is if LP participates in control of the business they are liable to persons who transact business with partnership reasonably believing, based on LP’s conduct, that LP is general partner (i.e., if you hold yourself out like GP, you’ll be treated like one)
May LP vote?
Yes–partnership agreement may grant to all or a specified number of LPs the right to vote
What is a registered limited liability partnership?
A partnership where no partner is individually liable for debts, obligations, or liabilities chargeable to the partnership
* Partner does remain liable for their own wrongful acts or the wrongful acts of those under their direct supervision
How is LLP formed?
(1) File statement of registration containing the same information required of LP with SCC
(2) File annual report with SCC or registration revoked
