Other Partnership Entities Flashcards
What is an LLP?
A partnership in which a partner’s personal liability for obligations of the partnership is eliminated.
How is an LLP formed?
By filing a statement of qualification with the state. It becomes effective on the date of filing, unless a later date is specified.
What is a partner of an LLP personally liable for?
No personal liability, regardless of the type of obligation, except for personal misconduct.
Exception: when LLP has been transformed from a partnership to LLP, partner is liable for obligations before transformation.
How is an LLP terminated?
By cancellation of a statement of qualification, or when state revokes statemetn of qualification for failure to file annual report.
*Note: this transforms LLP into a simple partnership, but does not trigger dissolution.
What is a limited partnership?
A partnership formed by two or more persons that has at least one general partner and at least one limited partner.
How is a limited partnership formed?
A certificate of limited partnership must be filed with the state.
