Partnership Changes and Termination Flashcards
When can P convert to Limited Partnership (LP)
the conversion must be approved by all of the partners of the P, and the P must file the articles of conversion with the state
When a P is convert to LP who remains liable for pre-conversion obligations?
General partners
When can an LP convert to a P
the conversion must be approved by all of the general and limited partners, and the LP must cancel its LP certificate
Who remains liable when LP coverts to P
partners remain liable as limited partners for pre-conversion LP obligations and are liable as general partners for post-conversion P obligations
What effect does a conversion have on a P
a conversion has no effect on the P as an entity
Property owned by the P remains owned by P, legal proceedings by or against the P continue as it the conversion has not occured
What must be in a merger plan
- set forth names of the original and surviving entities
- type of entity the surviving entity wil be
- terms and conditions of merger
- the manner of converting interests and obligations of the merging entities into interests and obligations of surviving entity
- address of surviving entity
Who must approve a Merger
all partners of a general P must approve
as required by law or as specificed in the PA for limited Ps
What is a mergers effect on a P?
all parties other than the surviving entity cease exist, all property and obligations of the original entities become that of the surviving entity
What events cause a P at will to dissolve?
dissovled when a dissociating partner gives notice of withdrawal
Define
P at will
open-ended P with no fixed termination
When is a P for a term or undertaking dissolved?
1) the term expires or the undertaking is completed
2) all partners agree to dissolve the P
3) a partner is dissociated due to death, bankruptcym other event and at least hald of the remaining partners agree to tdisolve the P within 90 days
Any P is dissolved upon
- the occurence of an event agreed in the PA
- an event that makes it unlawful for P business to be continued
- judicial determination
True or False:
A person winding up the P business may dispose of and transfer P property and may discharge the P’s liabilities
True
the person may distribute P assets to settle the partner’s accounts
True or False:
After dissolution, the P is bound by a partner’s act that is appriopriate for winding up the P as well as any act undertaken by a parter that would have bound the P before dissolution
True, if the other party does not have notice of the dissolution
each Partner is liable for their share
Doe creditors have priority over partners to the P’s assets?
Yes
