Limited Partnerships Flashcards
A limited partner
Has no voice in management and their liability is limited to their capital contributions
A limited partnership
MUST have at least one general partner who is liable for partnership obligations
A general partner
has a voice in management and unlimited personal liability
An unsecured creditor of a limited partnership
may also be a limited partner
Under Revised Uniform LIMITED Partnership Act when partners do not agree on how to split profits
Split is made in proportionate to their contributions
The death of a limited partner
does NOT cause dissolution or termination of the partnership
if a limited partner gives the appearance of a general partner
that Limited partner has unlimited Liability
Under Revised Uniform limited Partnership Act the certificate of limited partnership filed with the Secretary of State
MUST contain the names of all General Partners.
Limited partners do not have to be listed
What is A limited partner is allowed to do?
1) Act as an Agent to the partnership
2) vote on the removal of a general partner
In what forms can a partner contribute capital?
Cash
Property
Services Performed
Promises to give or perform at a future date
If the liability is more than the partnership can pay
each partner loses it’s capital contribution and then the general partner has personal unlimited liability
Admission of a new partner and a limited partner
requires approval of all partners
What will cause dissolution of a limited partnership?
Death or Bankruptcy of a General partner
