Other Partnership Opportunities

Question 1

Limited Liability PS (LLPs)

Answer 1

• An LLP partner is not personally liable for an LLP obligation;
• only personally liable for his own misconduct;
• revocation of the state’s qualification of LLP status has same effect as cancellation

Question 2

Limited Partnership (LP)
general rule

Answer 2

• Must be formed by at least one GP and one LP
• LP’s liability for PS debts is limited to her capital contribution to the PS; and
• an LP is not formed if a certificate of LP is not filed.

Question 3

Limited Partner’s Rights

Answer 3

• only admitted by consent of all Ps
• Right to vote as permitted under PS agmt
• Right to inspect business and financial records
• Can lend money and transact business like a non-partner with the LP
• NOT personally liable unless LP is also GP or participates in control of the business.

Question 4

How can contributions to a LP be made?

Answer 4

• Ps can contribute cash, property or services
• Ps are obligated to the LP w/ respect to any written, enforceable promise of a future contribution

Question 5

Profits & Losses in a LP

Answer 5

May be allocated on any basis if in writring

No writing? based on each P’s contributions to PS

Distributions will mirror this if no agreement otherwise

Question 6

Winding up an LP

Answer 6

GPs wind up, but if none, then LPs may

distribution of assets first to creditors, then to Ps