Differences between partnerships Flashcards
Limited Partnerships
formed by
filing something with the state
Limited Partnerships
management rights
only general partners have management rights
Limited Partnerships
Who are personally liable for obligations of the partnership
Generally, only general partners are personally liable for obligations of the partnership
Limited Partnerships
Must include in the name of the partnership
must indicate it is a limited partnership in the name of the company
Limited Partnerships
Default rule for split profits
Default is split profits based on contributions
General Partnerships
Can be formed…
informally/by accident
General Partnerships
Default management rights
Default is equal management rights for all
General Partnerships
Partners that are personally liable for obligations of the partnership
all partners are personally liable for obligations of the partnership
General Partnerships
must indicate in the name of the partnership
no requirement to indicate it is a general partnership
General Partnerships
Default rule for splitting profits
split profits equally
4 types of partnerships
- general partnership
- limited partnership
- limited liability partnership
- limited liability limited partnership
General partnership
limited liability for all
no. unlimited liability for all
what does this mean
general partnership
managment rights for all?
yes
limited partnership
limited liability for all?
no. limited liability for limited partners, unlimited liability for general partners
limited partnership
managment rights for all?
managment rights for general partners
limited liability partnership
limited liability for all?
yes
limited liability partnership
managment rights for all?
yes
limited liability limited partnership
limited liability for all?
yes
limited liability limited partnership
managment rights for all?
no. managment rights for general partners
LP Charter
Certificate of Limited Partnership
LLP Charter
Certificate of Limited
Liability Partnership or
Statement of Qualification
LLLP Charter
Certificate of Limited
Liability Limited
Partnership (or election on
LP form)
Corporation Charter
Certificate of Incorporation
or Articles of Incorporation
LP governing Document
Partnership Agreement (limited)
LLP Governing Document
Partnership Agreement (Limited Liability Limited)
Corporation Governing Document
Bylaws