Partnership: Alt. Business Orgs

Question 1

Limited Partnership

Answer 1

Partnership wit hat least one general partner and at least one limited partner

Question 2

Limited Partnership: Formation

Answer 2

Must file a limited partnership certificate that includes the name of the partnership and the names of general partners

Question 3

Limited Partnership: Liability and Control

Answer 3

General partners are liable for all limited partnership obligations and have the right to control and manage business
Limited partners are not liable for the obligations of the partnership itself and, in most states, may not manage business without forfeiting liability status. BUT under the newly revised limited partnership act, they may manage without giving up their limited liability status

Question 4

Registered Limited Liability Partnerships (RLLP aka LLP): Formation and Liability

Answer 4

Must register with state by filing a statement of qualification and annual reports; no partner is liable for the obligations of this partnership not even general partners

Question 5

Limited Liability Companies (LLC)

Answer 5

Hybrid between corporation and partnership in which owners (members) have the same rights and limited liabilities as SHs in corporation and benefits of partnership tax treatment [ltd. liability + ltd. liquidity + ltd. life + ltd. tax]

Question 6

LLC Formation and Control

Answer 6

Must file Articles of Organization and may adopt Operating Agreement; owners have the choice whether to manage or delegate to a team of managers

Question 7

LLC Limited Liquidity

Answer 7

Full membership interest may not be transferred without unanimous consent or as provided in Operating Agreement

Question 8

LLC Limited Life

Answer 8

Company will dissolve upon unanimous consent of members or as provided in the Operating Agreement