Partnership - Alternative Business Organizations Flashcards
Define Limited Partnership.
There is at least 1 general and 1 limited partner.
What kind of organization is one that has both limited and general partners?
A limited partnership
What are the formation requirements for limited partnerships?
File a “limited partnership certificate” with the state, naming all the general partners.
What is the liability of general partners in a limited partnership?
The same as in general partnerships - personal liability for debts of the partnership and torts of partners.
What is the liability of limited partners in a limited partnership
No personal liability - but they will be considered general partners (and thus personally liable) in NY if they manage or control the business.
What distinguishes general from limited partners in a limited partnership (other than liability)?
General partners manage/control the business. Limited partners do not (if they do, treat them like GPs)
What is a Registered Limited Liability Partnership?
an RLLP is a professional service organization.
What are the formation requirements for an RLLP?
file a certificate of registration with an RLLP label with the state, naming the profession to be practiced.
What is the liability of partners in an RLLP?
no personal liability in an RLLP
What is a Limited Liability Company?
an LLC is an organization of members who get the tax status of partnerships but the limited liability of corporations.
What are the formation requirements for an LLC?
File articles of organization and publish a summary of those articles in at least two newspapers.
LLCs can also adopt an operating agreement.
What is the liquidity of membership in an LLC?
Members cannot transfer their interest without majority consent by the membership - or however the operating agreement allows for this.
When does an LLC dissolve?
By majority vote or by design of the operating agreement.
What type of organization has limited liability, liquidity, life, and tax?
an LLC
