LPs and LLPs

Question 1

LP made up of

Answer 1

at least one GP and at least on LP

GP liable

Question 2

formation of LP

Answer 2

1. need certificate of partnership filed with secretary of state
   
   1. needs signatures of all GPs
   2. needs info
      
      1. name of PS
      2. name + address of agents
      3. name and address of GPs
   3. is it LP or LLP
2. must maintain an office with records of certificate, partnership agreements, tax returns in state of organization
3. need an agent in the state that can be served
4. name + LP or LLP

Question 3

PS agreement can be

Answer 3

oral or wrritten

Question 4

improper distributions

Answer 4

GP liable

any P who takes distribution knowing its wrongful may need to return it

Question 5

list (3)

liability of GPs

Answer 5

1. jointly and severally liable
2. not liable for obligations before they become GP
3. in an LLP GP not liable → PShip is

Question 6

limited liabilty shield does not protect against

Answer 6

persons own torts

Question 7

GP owes same fiduciary duties of loyalty and care that GPships owe

LPs have no fiduciary duty → so can compete and have adverse interests

Answer 7

–

Question 8

LP can merge or converge with another form of bus ent upon

Answer 8

consent of all partners and filing of a certificate with sec of state

Question 9

dissociation of GP also causes

Answer 9

dissociation of other GPs and LPs

Question 10

does LP have right to dissociate

Answer 10

no

Question 11

in an LLP everyone has limited liabity meaning that partners are

Answer 11

not personally liable for LLPs obligations