Liabilities of Partners to Third Parties:

Question 1

General Partnership

Answer 1

Agency: principles apply with regard to torts and Ks.

Personal liability for debts of P. Incoming P not liable for pre-existing debt. But, funds from incoming payments can be used to satisfy prior debt. Dissociating P does retain liab for future debts until actual notice given to creditors OR 90 days after filing notice of disassociation to state.

Liability by Estoppel: person who represents to 3rd party that a Gen P exists is liable as if one does exist.

Question 2

Limited Partnership

Answer 2

One GP and one limited P. Requires limited P Certificate with names of all GPs

GP liable personally for all limited P obligations, including torts and Ks. Right to manage limited P.

Question 3

Registered Limited Liability Partnership

Answer 3

Required to register Statement of Qualification and
annual reports.

No liability for underlying obligations of P, but liability for own wrongdoing.

Question 4

Limited Liability Company

Answer 4

Members are owners w/ limited liab for debts and obligations of business + benefits of personal taxation.

Requires Articles of Organization and Operating Agreement. Members control, but Articles can delegate to managers.

Limited liquidity (members can’t freely transfer interests). Limited life.