P'ship Termination Flashcards
conversion of P to limited LP
must be approved by all partners of P’ship
P must file the articles of concussion with the state
General Partners remain liable for pre conversion obligation
Conversion from LP to P
approved by all general and limited partners
cancel LP certificate
Partners remain liable as limited partners for pre conversion obligations and liable as general partners for post conversion obligations
Effect on Pship after conversion
no effect as an entity
Merger Requirements
include the
name of original surviving entities,
type of entity surviving entity will be
terms and condition of merger
manner of converting interest and obligations
address
Approval and Effect of Merger
partner to general P must approve of merger under law or PA agreement
all parties other then surviving entity cease to exist and property + obligations of original entities became apart of the surviving entity
When can a Pship be dissolved at will
when a dissacotating partner gives notice of withdrawl
Pship dissolution when there is a term or undertaking
undertaking is expired or completed, all Partners agree to dissolve, dissasscoation because of dealth or bankruptcy and remaining partners agree to dissolve within 90 days
Pship dissolution at any time
occurred of an event agreed in PS, unlawful for business to continue, judicial determinations
What is Partners responsibility in winding up pship
may dispose of and transfer P’s property
may discharge p’s obligation, distribute assets to settle account
What is liability in binding up
ship is bound by partners actions that are approrapite in winding up and any act under taken by partner that would have bound p before dissolution
priority of assets in dissolution
creditors have prority over partners assets
Can Pship act as ship during dissolution
yes before winding up is complete may carry on as if dissolution did don’t occur
