Limited Partnerships

Question 1

Hierarchy of Limited Partnerships

Answer 1

General Partners and Limited Partners

Question 2

General Partners

Answer 2

Manage partnership AND personally liable for all partnership debts.

Have, actual and apparent authority to bind partnership to third parties and TORTS

Question 3

Limited Partners

Answer 3

Not personally liable, CANNOT participate in management (modernly they can)

Question 4

Formation

Answer 4

Must file certificate of limited partnership with Secretary of State. Must state who General Partners are, AND must lnclude Limited Partnership in Name.

Failure to comply will result in regular Partnership

Question 5

Sharing of Profits and Losses (Default)

Answer 5

Unless agreed otherwise, it will depend on how much contribution was put for NO EQUALITY.

Question 6

Fiduciary Duties

Answer 6

General partners = fiduciary duties

Limited Partners = no fiduciary duties other than good faith and fair dealing.