CORPORATE 02 Flashcards
Limited Partnership
A type of partnership that has two types of partners: general partners and limited partners.
General Partners
Partners in a limited partnership who invest capital, manage the business and are personally liable for partnership debts.
Limited Partners
Partners in a limited partnership who invest capital but do not participate in management and are not personally liable for partnership debts beyond their capital contrbutions.
Revised Uniform Limited Partnership Act (RULPA)
A 1976 revision of the ULPA that provides a more modern comprehensive law for the cormation operation and dissolution of limited partnerships.
Certificate of Limited Partnership
A document that two or more persons must execute and sign that make a limited partnership legal and binding.
Limited Partnership Agreement
A document that sets forth the rights and duties of general and limited partners; the terms and conditions regarding the operation, termination, and dissolution of a partnership, and so on.
Domestic Limited Partnership
A limited partnership in the state in which it was formed.
Foreign Limited Partnership
A limited partnership in all other states besides the one in which it was formed.
Certificate of Registration
A document that permits a foreign limited partnership to transact business in a state.
Master Limited Partnership
A form of limited partnership that is listed on stock exchanges and is publically traded to provide liquidity.
Personal Liability of General Partners
The unlimited personal liability of general partners of a limited partnership for the debts and obligations of the general partnership.
Limited Liability of Limited Partners
The limited liability of limited partners of a limited partnership only up to their capital contributions to the limited partnership; limited parters are not personally liable for the debts and obligations of the limited partnership.
Certificate of Cancellation
A document that is filed with the secretary of state upon the dissolution of a limited partnership.
Limited Liability Limited Partnership (LLLP)
A special type of limited partnership that has both general partners and limited partners where both the general and limited partners have limited liability and are not personally liable for the debts of the LLLP.
