changes and termination Flashcards
partnership to LP
vote of all GPs
majority of LPs
all partners of P must approve
who is liable for preconversion obligations for P to LP?
former general partners
LP to P
vote of all GPs
majority of LPs
liability of old limited partners from LP to P?
retain limited liability status for pre conversion obligations
P merger steps
name of OG and new entity
type of entity
manner of converting interests and obligations
P merger voting requirements
all partners of general P
how is a partnership at will dissolved?
dissociating partner gives notice
how is a partnership for term or undertaking dissolved?
term expires
undertaking completed
all partners agree
partner dies, in BK and all other partners agree to dissolve w/n 90 days
when do all partnerships dissolve?
illegal activity
judicial determination
occurrence of agreed upon event
what is winding up
how to dispose and transfer P property and discharge P liabilities
what is the partnership bound by while a partner winds up?
partner act that is appropriate for winding up
partner act after dissolution that WOULD be appropriate for winding up i other party has no notice
who gets paid first in winding up?
creditors
does a partnership just stop working before winding up is complete?
no
may carry on BA
