p-ship - alternative unincorporated business organizations

Question 1

alternative unincorporated biz orgs

Answer 1

LP, RLLP, LLC

Question 2

alternative unincorporated biz orgs

LP - limited partnership

Answer 2

definition
formation
liability and control

Question 3

alternative unincorporated biz orgs
LP - limited partnership
definition

Answer 3

A limited p-ship is a p-ship w/at least 1 general partner and at least 1 limited partner.

Question 4

alternative unincorporated biz orgs
LP - limited partnership
formation

Answer 4

File w/the state a limited partnership certificate that includes the names of all general partners.

Question 5

alternative unincorporated biz orgs
LP - limited partnership
liability and control

Answer 5

GPs: GPs are liable for all limited p-ship obligations. They also have control to manage the business.
LPs. LPs have limited liability and therefore are NOT liable for the obligations of the p-ship itself.
Although the law in most states is that a limited partner may not manage the business, under the newly revised Uniform Limited Partnership Act, limited partners now may manage w/o forfeiting their limited liability status.

Question 6

alternative unincorporated biz orgs

RLLP - registered limited liability partnership

Answer 6

Formation: File w/the state a statement of qualification plus annual reports.
Liabilities: No partner is liable for the obligations of this p-ship (not even GPs).

Question 7

alternative unincorporated biz orgs

LLC - limited liability companies

Answer 7

definition
formation
control
limited liability
limited life
conclusion

Question 8

alternative unincorporated biz orgs
LLC - limited liability companies
definition

Answer 8

An LLC is a hybrid between a corporation and a partnership in which the owners, who are called members, have the same rights and limited liabilities as shareholders in a corporation PLUS the benefits of partnership (rather than corporate) tax treatment.

Question 9

alternative unincorporated biz orgs
LLC - limited liability companies
formation

Answer 9

File w/ the state articles of organization.

You may adopt an operating agreement (not required).

Question 10

alternative unincorporated biz orgs
LLC - limited liability companies
control

Answer 10

Owners have a choice.
They may manage the business.
They may delegate their control to a team of managers (like a board of directors).

Question 11

alternative unincorporated biz orgs
LLC - limited liability companies
limited liability

Answer 11

A full membership interest may NOT be transferred w/o UNANIMOUS consent of the members OR as provided otherwise in the operating AGR.

Question 12

alternative unincorporated biz orgs
LLC - limited liability companies
limited life

Answer 12

The company will dissolve upon

1. unanimous consent of the members, or
2. as provided otherwise in the operating AGR.

Question 13

alternative unincorporated biz orgs
LLC - limited liability companies
conclusion

Answer 13

Therefore, LLCs have limited liability, limited liquidity, limited life, and limited tax.