Limited and Limited Liability Partnerships

Question 1

Limited Partnership

Answer 1

Partnership with at least one general partner (personally liable for partnership obligations) and one limited partner (liability for agreed upon contributions).

Question 2

Formation of LP

Answer 2

1. Certificate of Limited Partnership
2. Records Office
3. Agent for Service of Process
4. Name

Question 3

Formation of LP

Certificate of Partnership must contain

Answer 3

• Name of Partnership
• Names and addresses of the agent for service
• names and addresses of each general partner

Question 4

Formation of LP

Records Office must maintain

Answer 4

• Office with records of the certificate, any partnership agreements, and the partnerships tax returns for the three most recent years.
• Partnership agreement or some other record must contain the amount and description of each partner’s contribution, special rights of partners regarding distributions, etc.

Question 5

Formation of LP

Agent for Service of Process

Answer 5

LP must have on in the state

Question 6

Formation of LP

Name

Answer 6

• Must contain phrase limited partnership or “L.P.”

Question 7

Partnership Agreement

Answer 7

Real detail on the operation and governance of the LP.
Can be written, oral, or implied.

Question 8

General Partners

Answer 8

• Manages LP
• Each GP has equal rights in the management and conduct of the LP’s activities
• Generally, any matter related to the ordinary business activities can be exclusively decided by GP’s or if there is more than on by a majority

Question 9

Limited Partners

Answer 9

• No management rights unless granted by partnership agreement
• Participation in management does not cause a limited partner to become personally liable for LP’s business obligations