FORMATION OF A LIMITED PARTNERSHIP Flashcards
Who are the members of a limited partnership?
a partnership that has both general and limited partners - must have at least one general partner
How do the roles of the limited partner and the general partner differ?
a limited partner does not participate in the management or control of the limited partnership; a general partner participates in the management and control of the limited partnership
When is a limited partnership formed?
a limited partnership is formed upon the filing of a certificate of limited partnership filed with the Secretary of State
What is included in a certificate of limited partnership?
-the name of the partnership
-the address of the partnership
-name & address of each general partner
-that the partnership is a LLP
-includes signatures of all general partners
What must be included in the name of the limited partnership? -
- “limited partnership” or an abbreviation such as LP or L.P
- “limited liability limited partnership” or an abbreviation like LLLP or L.L.L.P
-these designations put the world on notice that they are dealing with an entity that has limited liability
Why must the partnership’s registered agent (located in the state) also be included in the Certificate of Limited Partnership?
The registered agent must be included in the certificate of limited partnership so that the world knows how to find the entity if it needs to sue the entity
What occurs if the conditions for a limited partnership are not met?
a general partnership can be created if the certificate of limited partnership does not meet the creation requirements
Which journalist’s questions will help me determine how to create/form a limited partnership?
A limited partnerships creation questions be answered by determining who, what, where, when, and how
Who, what, when, where, and how?
If I know who is liable, what needs to be stated in the paperwork, where the paperwork is filed, when the partnership takes effect, how to put the world on notice that the entity has been created, this will help me better address formal partnerships like limited partnerships and limited liability partnerships?
What is a limited liability partnership?
A limited liability partnership is one in which all partners have limited personal liability
How does a general partnership become a limited liability partnership?
upon (1) approval by the same vote that is necessary to amend the partnership agreement and (2) filing a statement of qualification with the Secretary of State
If the partnership agreement is silent, what percentage of the partnership must agree to amend the partnership
agreement?
the partnership agreement is silent, is a unanimous vote required to amend a partnership agreement (i.e., a 100% vote)
What must a Statement of Qualification include?
-the name and address of the limited liability partnership?
-a statement that the partnership elects to become an LLP
-deferred effective date, if any
What must the name of the limited liability partnership end with?
-must end with “registered limited liability partnership,” “limited liability partnership,” “RLLP,” “LLP” “R.L.L.P.,” or “L.L.P.”
What occurs upon the filing of a Statement of Qualification?
- the LLPs continues to be the same partnership entity that existed prior to the
filing; does not create a new partnership; the LLP remains liable for any unfulfilled obligations of the partnership entity that existed before it became an LLP
