Limited Partnership

Question 1

Requirements of a limited partnership

Answer 1

1. At least 1 general partner and at least 1 limited partner
2. File certificate of limited partnership with secretary of state

Question 2

Limited Partnership Contributions

Answer 2

A partner has no right to distributions absent a contribution.

Contributions may be in the form of any benefit to the partnership (i.e., money, property, services, promises to make contributions, etc.)

Question 3

Limited Partner Liability

Answer 3

No personal liability for obligations of the partnership

Question 4

General partner liability

Answer 4

Jointly and severally liable for all partnership obligations

General partner can also be a limited partner, but will still have all the liabilities and duties of a general partner

Question 5

General and limited partner duties

Answer 5

General—> care & loyalty

Limited—> none, free to compete with partnership

Question 6

Limited Partner rights

Answer 6

1. No right to participate in management, unless K said so

2. Inspect and copy partnership records

Question 7

Rights of general partner

Answer 7

1. Equal rights in management
2. Right to partnership business information
3. No remuneration for services provided to partnership
4. Entitled to indemnification for liabilities incurred in ordinary course of business

Question 8

Rights of general and limited partners

Answer 8

1. Distributions
2. Transact business with the partnership
3. Maintain derivative action on behalf of the partnership
4. Apply for dissolution