limited partnership Flashcards
requirements of LP
at least 1 general partner and 1 limited partner
file certificate of LP with virginia
what benefits do limited partners have?
no personal liability
only liable limited to their capital contributions
what goes in certificate of LP?
name
address
state agent
name and address of every GP
how would you add additional limited partners after creation?
written consent of all partners
what can a limited partner do?
vote to extent allowed
inspect records
transact BA and make loans
how does a limited partner lose protection?
participate in control of BA
what doesnt count as participating in control?
acting as agent
consults w/ GP
attending meetings and winding up
how does dissociation work for general partners?
same as a normal partnersho[
limited partner derivative action
limited partner has right to bring derivative action on behalf of LP