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LLP & LP Flashcards

1
Q

A _______ _______ ________ is a general partnership that has registered with the state and, as a result of such registration, obtained a certain level of limited liability protection for the partners. RUPA Article 9.

A

limited liability partnership

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2
Q

A limited liability partnership is a general partnership that has ________ __ ___ _____ and, as a result of such registration, obtained a certain level of limited liability protection for the partners. RUPA Article 9.

A

registered with the state

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3
Q

A limited liability partnership is a general partnership that has registered with the state and, as a result of such registration, obtained a certain level of ______ ______ _______ for the partners. RUPA Article 9.

A

limited liability protection

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4
Q

The ________ of a LLP is going to be governed by RUPA article 9.

A

formation

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5
Q

Some states (or professional ethics rules) prohibit certain professions from organizing themselves as an LLC or corporation; thus, the ______ fills a void.

A

LLP

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6
Q

You have to start as a _______ ________ and then you can become a LLP.

A

general partnership

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7
Q

When a partnership comes into formation through 2-BOP, the LLP requires an _______ _____.

A

affirmative step

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8
Q

To form an _____, you must actually take an action to obtain that status.

A

LLP

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9
Q

The LLP allows you to limit your________ to ______ _______. It is a big perk, and it may be attractive to your clients.

A

liability

third parties

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10
Q

Generally speaking, LLPs and Partnerships are similarly organized. The two key differences:

A

Formation and Liability to Third Parties

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11
Q

In (b), an LLP is formed from a general partnership. You must form a general partnership first and then once you formed that general partnership the partnership can ______ or _______ to become an LLP.

A

vote or consent

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12
Q

Once you vote or consent to become an LLP the next step is that you must file. In most states you must file this form with the ________ ___ ______, and you must pay a _____ ______.

A

Secretary of State

filing fee

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13
Q

Once you vote or consent to become an LLP the next step is that you must file. In most states you must file this form with the secretary of state, and you must pay a filing fee. This form is known as a

A

Statement of Qualification

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14
Q

You file this form with the secretary of state or whatever government agency is specified.

In doing so you must state the name of the partnership which must comply with section 902.

What form?

A

Statement of Qualification

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15
Q

You file this form with the secretary of state or whatever government agency is specified.

In doing so you must state the ______ of the _______ which must comply with section 902.

A

name of the partnership

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16
Q

You file this form with the secretary of state or whatever government agency is specified.

In doing so you must state the name of the partnership which must comply with section 902.

Second is the ______ and _____ _______ of the partnership’s principal office and if different the street address of an office in the state if there are any.

A

street and mailing addresses

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17
Q

You file this form with the secretary of state or whatever government agency is specified.

In doing so you must state the name of the partnership which must comply with section 902.

Second is the street and mailing addresses of the ______ _____ _______ and if different the street address of an office in the state if there are any.

A

partnership’s principal office

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18
Q

You file this form with the secretary of state or whatever government agency is specified.

In doing so you must state the name of the partnership which must comply with section 902.

Second is the street and mailing addresses of the partnership’s principal office and if different the street address of an office in the state if there are any.

Third is the _______ and _______ and ______ ______ in the state of the partnerships registered agent.

A

name

street and mailing address

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19
Q

You file this form with the secretary of state or whatever government agency is specified.

In doing so you must state the name of the partnership which must comply with section 902.

Second is the street and mailing addresses of the partnership’s principal office and if different the street address of an office in the state if there are any.

Third is the name and street and mailing addresses in the state of the partnerships _______ ______.

A

registered agent

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20
Q

The _______ ______ is the person designated for service of process.

A

registered agent

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21
Q

You also must file a statement that the partnership elects to become a ______.

A

LLP

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22
Q

You also must file a statement that the partnership elects to become a LLP.

This is not a sophisticated document. There are forms you can use that are fill in the blank and, in many states, you can file these electronically. Sometimes the joke to emphasize how easy and simple this process is that the statement of qualification could be written on a napkin and once you write it on a napkin it contains the information it needs, and you file it with the secretary of state and pay your filing fee and you have done it.
!!

A

!!

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23
Q

You are creating a _____ _______ by filing the statement of qualification.

A

legal entity

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24
Q

Now anybody can go on the state website and look this up and find out that this entity exists, and they can know that this entity is a limited liability partnership. This is different from a partnership where all you have to do is 2-bop and then you come into existence, and you can go about your business. This requires an actual _______ _____.

A

affirmative step

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25
There are a few other requirements in RUPA 902 that you can look at on your own but for now know that RUPA requires that the name of a LLP ends with some terminology that would let the world know anybody who is dealing with this LLP that they are dealing with a LLP. !!
!!
26
The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP” or “LLP” (RUPA § 902(b)). !!
!!
27
Benefit of the LLP that make sit significantly different than the general partnership. We have the LL protection or what some might call the LL ________. RUPA 306(c) recognizes this LL protection.
shield
28
An obligation of a partnership incurred while the partnership is a ______ _____ _______, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly, or indirectly, by way of contribution or otherwise, for such obligation solely by reason of being or so acting as a partner. RUPA § 306(c).
limited liability partnership
29
An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is _______ the ________ of the ________. A partner is not personally liable, directly, or indirectly, by way of contribution or otherwise, for such obligation solely by reason of being or so acting as a partner. RUPA § 306(c).
solely the obligation of the partnership
30
An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A_______ is not ______ ________, directly, or indirectly, by way of contribution or otherwise, for such obligation solely by reason of being or so acting as a partner. RUPA § 306(c).
partner personally liable
31
An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly, or indirectly, by way of contribution or otherwise, for such obligation _______ by reason of being or so acting as a partner. RUPA § 306(c).
solely
32
We have fulfilled our obligations to the state, we have filed our statement of qualification, we have paid our filing fee and we have upheld our yearly reporting obligations. The partnership is a LLP, that the obligation whether it arises in tort, contract, or otherwise is _______ the obligation of the partnership. Those obligations are the obligations of the partnership.
solely
33
At least they are not liable solely by reason of being or acting as a partner. If we go back to example with Albus and Nerva and the Joint and Several liability situation. In that Hogwarts general partnership example. Hogwarts was the general partnership; Alvis was a partner in the general partnership and Minerva was a partner in the general partnership and Luna had a tort claim against them. In this situation in the LLP situation, it would be different. In the general partnership situation, Minerva would have liability for the tort that Albas committed because it was a general partnership and so that third line that we saw pointing down to Alvis and Minerva was indicating that Minerva as a general partner in a general partnership would have liability for Alba’s tort but if it was a LLP, Minerva would have no liability for the tort that Albas committed. That is because the obligation of the partnership was incurred while the partnership was a LLP. It is _____________________________.
solely the obligation of the partnership not the partners.
34
Solely an obligation of the partnership not the partners. When a general partnership Minerva would be liable in a LLP, Meriva would not be liable. However, for Albus even though he is a partner he would be liable. That is because we have reason for holding him liable other than the fact that he is a partner in a LLP. If it was a LLP, Albas would be liable because he is the tortfeasor, the partnership is liable because the tort was an action of the partner committed within the ordinary course of the partnerships business but that said since we have limited liability status the liability does not carry forward to the other partners solely by a reason of it being a partnership. !!!
!!!
35
A _______ ________ is formed by 2-BOP. 2 or more persons associating as co-owners to operate a business for profit.
general partnership
36
In a ______ ________ all the general partners as per the default rule have the same standing, the same rights, the same obligations, and the same liabilities.
general partnership
37
In a general partnership all the general partners as per the default rule have the same standing, the same rights, the same obligations, and the same liabilities. The limited partnership reflects that in many ways, but a key difference is that the limited partnership provides a way to differentiate between general partners and limited partners. Limited partners have different rights, different obligations, and different liabilities. !!
!!
38
________ _________ are a create of statutory law.
limited partnerships
39
Just like partnerships and other entities that we are going to study. However, while general partnerships sort of just happen that existed in the wild, Limited Partnerships do not. Limited Partnerships are purely a creation of ______ _____.
statutory law
40
Uniform Limited Partnership Act (ULPA 2001
The law that is applicable to Limited Partnerships.
41
A _______ _________ is an entity having one or more general partners and one or more limited partners which is formed under this [Act] by two or more persons or becomes subject to this [Act] under [Article] 11 or Section 1206(a) or (b).
limited partnership
42
A limited partnership is an entity having one or more _______ _______ and one or more _______ ________ which is formed under this [Act] by two or more persons or becomes subject to this [Act] under [Article] 11 or Section 1206(a) or (b).
general partners limited partners
43
A ______ _______ has to have one or more general partners and it has to have one or more limited partners to exist.
limited partnership
44
A limited partnership has to have one or more ____ _______ and it has to have one or more ______ _______ to exist.
general partners limited partners
45
A key difference between a general partnership and a limited partnership is the categorization of the _______ _______ and _____ ________.
general partners and limited partners.
46
______ _______ of a Limited Partnership look just like partners in a general partnership.
General Partners
47
Agent of the partnership. ULPA (2001) § 402(a)
General Partner
48
General Partner is an _______ of the partnership.
agent
49
A general partner is ________ and _______ liable for all obligations of the Limited Partnership.
jointly and severally
50
A general partner is jointly and severally liable for all _________ of the ______ ______.
obligations limited partnership
51
Each _____ _______ has equal rights in the management and conduct of the Limited Partnership. ULPA (2001) 406(a)
general partner
52
Each general partner has _____ ______ in the management and conduct of the Limited Partnership. ULPA (2001) 406(a)
equal rights
53
Each general partner has equal rights in the _________ and ________ of the Limited Partnership. ULPA (2001) 406(a)
management and conduct
54
_______ ________ are not entitled to renumeration for services performed for the partnership. ULPA (2001) § 407(f)
general partners
55
General Partners are not entitled to renumeration for _______ _______ for the partnership. ULPA (2001) § 407(f)
services performed
56
______ _______ may inspect and copy the Limited Partnership’s record. ULPA (2001) § 407(a)
General Partners
57
General partners may inspect and copy the _______ ______ _______. ULPA (2001) § 407(a)
Limited Partnership's record
58
General Partner owes ______ ______ of loyalty and care to the Limited Partnership and the other partners. ULPA § 408(a)
fiduciary duties
59
General Partner owes fiduciary duties of loyalty and care to the ______ ________ and the ______ _______. ULPA § 408(a)
limited partnership other partners
60
Limited Partners may resemble what you call an ________.
investor
61
______ ________ are not agents of the partnership, they do not have the right or power to act of bind the LP.
Limited Partners
62
Does not have the right or power to act or bind the Limited Partnership. ULPA (2001) § 302.
Limited Partners
63
Do limited partners have the right or power to act or bind the Limited partnership?
NO
64
An obligation of a Limited Partnership arising in contract, tort, or otherwise, is not the obligation of a ______ ______.
limited partner
65
A ______ _____ is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner. ULPA (2001) § 303.
limited partner
66
A limited partner is not ______ ______, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner. ULPA (2001) § 303.
personally liable
67
The ______ _____ has a right to inspect and copy certain records. ULPA (2001) § 304.
limited partner
68
The limited partner has a right to ______ and ______ certain records. ULPA (2001) § 304.
inspect and copy
69
The _______ ________ has No fiduciary duty but must exercise rights consistent with the obligation of good faith and fair dealing. ULPA (2001) § 305(a)-(b).
limited partner
70
The limited partner has no _____ ______ but must exercise rights consistent with the obligation of good faith and fair dealing. ULPA (2001) § 305(a)-(b).
fiduciary duty
71
Do not owe the LP or other partners a fiduciary duty. They are obligated to exercise good faith and fair dealing. Who?
Limited Partners
72
We know that you form a general partnership with only 2-BOP. But ULPA 2001 tells us you need something more formal for a LP. You must take the overt step of filing the _______ of ______ _______ with the secretary of state or the specified government agency that the state specifies
certificate of limited partnership
73
In order for a _______ ________ to be formed, a certificate of limited partnership must be delivered to the [Secretary of State] for filing.
limited partnership
74
In order for a limited partnership to be formed, a certificate of ______ ________ must be delivered to the [Secretary of State] for filing.
limited partnership
75
In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the [Secretary of State] for filing. The certificate must state: 1. ? 2. 3. 4. 5.
1. The name of the limited partnership, which must comply with Section 108.
76
In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the [Secretary of State] for filing. The certificate must state: 1. 2. ? 3. 4. 5.
2. The street and mailing addressor the initial designated office and the name and street and mailing address of the initial agent for service of process.
77
In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the [Secretary of State] for filing. The certificate must state: 1. 2. 3. ? 4. 5.
3. The name and street and mailing address of each general partner
78
In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the [Secretary of State] for filing. The certificate must state: 1. 2. 3. 4. ? 5.
4. Whether the limited partnership is a limited partnership
79
In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the [Secretary of State] for filing. The certificate must state: 1. 2. 3. 4. 5. ?
5. Any additional information required by [Article] 11.
80
you must affirmatively state and claim that the LP is a LP. Just state it and declare it and claim the status of a limited partnership, you cannot just form a LP simply by associating with other people and agreeing amongst ourselves that someone is a limited partner. What does this refer to?
Whether the limited partnership is a limited partnership
81
The ______ of a limited partnership must contain the phrase “limited partnership” or the abbreviation L.P. or LP.
name
82
Just as the general partnership is subject to a partnership agreement the governing document, LP may also have a ________ _______. This is where just like under the general partnership under RUPA the partners both the general and the limited partners have the right to vary the default rules.
partnership agreement
83
_______ ________ (ULPA (2001) § 110) *Section (a): The partnership agreement governs relations among the partners and between the partners and the partnership. To the extent silent, ULPA (2001) governs. *Section (b): Non-waivable provisions [Generally consistent with the RUPA]
Partnership Agreement
84
As for __________ we see a significant difference between the general partners and the limited partners.
management
85

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