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Blaw #4 > Ch. 42 Limited Partnerships > Flashcards

Ch. 42 Limited Partnerships Flashcards

1
Q

formed by two or more persons. Its membership must include one or more general partners and one or more limited partners

A

Limited Partnership

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2
Q

Formation of a Limited Partnership

A

it is formed by the filing of a certificate of limited partnership with the state

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3
Q
  1. partnership structure
  2. limited liability
  3. tax advantages
A

Advantages of a limited partnership

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4
Q

advantages of a LLC

A
  1. limited liability
  2. taxed like a partnership
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5
Q

Every limited partnership must have one general partner and what kind of liability does a general partner have

A

General partners have unlimited liability

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6
Q

May be a
1. natural person
2. partnership
3. limited partnership
4. Trust
5. Estate
6. Association
7. Corporation

A

Entities a general partner can be

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7
Q

What are partners’ contributions in a limited partnership

A

can be cash, property , or services

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8
Q

any entity qualified to be a general partner may be a …

A

Limited partner

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9
Q

Are personally Liable for all limited partnership debts

A

General partners

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10
Q

Not liable beyond their contributions

A

Limited Partners

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11
Q

corporations are often a

A

general partner

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12
Q

things you would have gotten in trouble for in the past without limited partnership, lending money, cosign debt, LP management, employed

A

Safe harbor exception

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13
Q

Limited partnership assignment

A

LP interests are generally assignable and can be subject to a creditor’s charging order

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14
Q

Do limited partner have the right to bring derivative actions

A

YES

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15
Q

Limited Liability Company LLC

A

are a hybrid business organization that is taxed like a partnership but owners have limited personal liability like a corporation

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16
Q

LLC Formation

A

formed by filing articles of organization with the secretary of state. structural requirements of an LLC can vary based upon law.

17
Q
  1. entity, are a separate legal entity
  2. tax: taxed like partnership unless members vote otherwise
  3. profit and losses are shared by members based upon their ownership interests
  4. Management: either by member or outside managers
A

Main LLC atributes

18
Q

What do Owners contribute in a LLC

A

Members may contribute cash property pr services for their LLC interests

19
Q

Elected Managers or Operating Member owes the LLC

A

Fiduciary Duties

20
Q

can LLC Member bring derivative actions on behalf of the LLC

A

Yes

Blaw #4 (5 decks)

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