Other Partnership Entities

Question 1

In a LLP, is a partner personally liable?

Answer 1

No, only personally liable for his own personal misconduct

Question 2

True or False: revocation of the state’s qualification of LLP status will not have same effect as cancellation?

Answer 2

False, it will have the same effect

Question 3

An investor who contributes captial in exchange for a proportionate share of the LP’s profits can only be admitted by

Answer 3

written consent of all partners after creation

Question 4

Limited partner has what rights

Answer 4

• right to vote
• right to inspect
• can lend money or transact business like a non-partner with the LP
• generally not personally liable for LP obligations unless the limited partner is also a general partner or participates int he control of the business

Question 5

When can a general partner be admitted to a Limited partnership?

Answer 5

by written consent of all partners after creation

Question 6

General Partner has what rights

Answer 6

• same rights and powers of a partner in a P without limited partners
• may contribute to LP
• share in its lossess and profits
• receivie distribitions

Question 7

Are general partners liable to third partners?

Answer 7

Yes, GPs are personally liable to third parties for obligations of LP

Question 8

When can a GP terminate status?

Answer 8

can withdraw from LP by giving written notice to the other partners

Question 9

When may profits and losses be allocated?

Answer 9

on any basis if in writing, otherwise based on each partner’s P contributions

Question 10

Can P interest in an LP be assigned?

Answer 10

Interest in LP is personal property that can be assinged in whole or in part

Assignee generally has rights only to recieve the distribution to which the assignor partner would otherwise be entitled

Question 11

When does termination of LP occur

Answer 11

after dissolution and winding up

Question 12

When is P is dissolved?

Answer 12

• upon occurence of specified event in PA
• written consent of all general partners and limited partners owning a majoriut of distribution rights
• withdrawal of GP
• judicial determination

Question 13

Who winds up the LP

Answer 13

general partner, if no GP, then limited partners may distribute assets first to creditors and then to partners

Question 14

Does an limited partner hve the right to bring a derivative action on behalf of LP?

Answer 14

Yes