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MEE Partnerships > Other Types of Partnerships > Flashcards

Other Types of Partnerships Flashcards

1
Q

Define:

limited liability partnership (LLP)

A

A partnership in which a partner’s personal liability is eliminated

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2
Q

Do LLPs need to be filed with the state?

A

Yes

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3
Q

How do you transform a general partnership into an LLP?

A

Vote to authorize the transformation

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4
Q

What must an LLP’s name end with?

A
  • Registered Limited Liability Partnership (RLLP)
  • Limited Liability Partnership (LLP)
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5
Q

Are limited partners personally liable for the LLP’s obligations?

A

No

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6
Q

What are limited partners personally responsible for?

A

Their own personal misconduct or negligence

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7
Q

How can LLP status be terminated?

A
  • Partners voluntarily cancel LLP status
  • The state revokes LLP status
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8
Q

What is a limited partnership (LP)?

A

A partnership formed by two or more persons that has at least one general partner and one limited partner

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9
Q

What liability do partners in a limited partnership have?

A
  • Limited partners have limited liability
  • General partners have personal liability
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10
Q

How is a limited partnership formed?

A

By filing a certificate of limited partnership

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11
Q

What must a certificate of limited partnership contain?

A
  • Name of the LP (including “LP”)
  • In-state address
  • Name of an agent in that state
  • Names and addresses of all general partners
  • Statement of duration
  • Signature of general partner
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12
Q

When does a limited partnership come into existence?

A

When filed or at the effective date (if included)

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13
Q

What is sufficient for a limited partnership to be effective?

A

Substantial compliance

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14
Q

How may a limited partner join a limited partnership?

A
  • At the creation of the partnership
  • With the agreement of all partners
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15
Q

In a limited partnership, what is the default rule for limited partners and voting?

A

A limited partner does not vote

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16
Q

In a limited partnership, when is a limited partner allowed to vote?

A

Only when the partnership agreement allows for it

17
Q

In a limited partnership, when is a limited partner personally liable for the obligations of the partnership?

A

When they serve as a general partner or start to participate in the partnership

18
Q

In a limited partnership, what can a limited partner do without running the business?

A
  • Be an officer, director, or shareholder of the general partner
  • Consult the general partner on partnership affairs
  • Act as a surety of the partnership
  • Request to attend meetings of the partnership
  • Wind up the partnership
  • Propose or approve of partnership matters
19
Q

How much notice must a limited partner give before withdrawing from a limited partnership?

A

6 months

20
Q

Does notice of a limited partner’s withdrawal from a limited partnership have to be in writing?

A

Yes

21
Q

How may a general partner join a limited partnership?

A
  • At the creation of the partnership
  • With the agreement of all partners
22
Q

What are the rights and powers of a general partner in a limited partnership?

A

Same as in a general partnership

23
Q

In a limited partnership, is the general partner personally liable to third parties for partnership obligations?

A

Yes

24
Q

In a limited partnership, how can a general partner lose their status?

A
  • Voluntarily withdraw
  • Removal after trying to assign their partnership interest
  • Removal after bankruptcy or insolvency
  • Death or incapacitation
  • Termination of a business-entity partner

MEE Partnerships (4 decks)

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