Ch. 42 Limited Partnerships Flashcards
formed by two or more persons. Its membership must include one or more general partners and one or more limited partners
Limited Partnership
Formation of a Limited Partnership
it is formed by the filing of a certificate of limited partnership with the state
- partnership structure
- limited liability
- tax advantages
Advantages of a limited partnership
advantages of a LLC
- limited liability
- taxed like a partnership
Every limited partnership must have one general partner and what kind of liability does a general partner have
General partners have unlimited liability
May be a
1. natural person
2. partnership
3. limited partnership
4. Trust
5. Estate
6. Association
7. Corporation
Entities a general partner can be
What are partners’ contributions in a limited partnership
can be cash, property , or services
any entity qualified to be a general partner may be a …
Limited partner
Are personally Liable for all limited partnership debts
General partners
Not liable beyond their contributions
Limited Partners
corporations are often a
general partner
things you would have gotten in trouble for in the past without limited partnership, lending money, cosign debt, LP management, employed
Safe harbor exception
Limited partnership assignment
LP interests are generally assignable and can be subject to a creditor’s charging order
Do limited partner have the right to bring derivative actions
YES
Limited Liability Company LLC
are a hybrid business organization that is taxed like a partnership but owners have limited personal liability like a corporation
LLC Formation
formed by filing articles of organization with the secretary of state. structural requirements of an LLC can vary based upon law.
- entity, are a separate legal entity
- tax: taxed like partnership unless members vote otherwise
- profit and losses are shared by members based upon their ownership interests
- Management: either by member or outside managers
Main LLC atributes
What do Owners contribute in a LLC
Members may contribute cash property pr services for their LLC interests
Elected Managers or Operating Member owes the LLC
Fiduciary Duties
can LLC Member bring derivative actions on behalf of the LLC
Yes