Other Entities Flashcards
LLP
limits liability, the partner is not liable for LLP obligation only their person misconduct
what happens if state revokes LLP qualification
have the same effect as cancellation
LP
Limited Partnerships
formed by one general partner and one limited partner + certificate filed with state
What is Limited Partners obligation for pship debts in LP
limited to there capital contributions
Limited Partners rights
right to vote
right to inspect business & financial records
lend month and transact business
generally no personally liable for obligations unless also a general partner or participates in control of business
Can Limited Partner join LP after created
yes need written consent of all parties same as general partner
General Partner rights
right to power of partners in a partnership
may contribute to LP
share in losses and profit
receive distributions
General Partner Liability to 3P
perosnally liable
Termination of General Partner
may withdrawl give written consent to other partners
Contribution of partners in LP
give cash, property or services, and obligated to any written enforceable promises of future contribution
Profit & Losses of LP
may be allocated on any basis if in writing
otherwise based on contributions
distributions
allocated on any basis if in wiring otherwise
based on how profit & losses are shared
Assignment of Pship interest
assignee has rights to recieve distribution that partner who assigned may be entitled to
When does termination of LP occur
dissolution and winding up
When Is LP dissolved
occurrence of event, written consent of all general and limited partners that own majority of distribution rights, w/drawl general partner,
