Partnership Changes & Termination Flashcards
1
Q
Converting PS to Limited PS (LP)
A
Conversion must be approved by all existing Ps, and the PS must file the articles of conversion w/ the state
Former general Ps ramin liable for pre-conversion obligations.
2
Q
LP to PS
A
Conversion must be approved by all of the general and limited Ps, and teh LP must cancel its LP certifcation; P’s remain liable as LPs for pre-conversion LP obligations and are laible as general Ps for post conversion PS obligations
3
Q
Effect of conversion on the PS
A
No effect on the PS as an entity
property owned by PS remains owned by PS, legal proceedings continue as if no change
4
Q
What events will cause a dissolution of the PS?
A
- PS at will: dissolved when a dissociating P gives notice of withdrawal
- P for a term or undertaking: dissolves when (1) the term expires or undertaking is completed, (2) all Ps agree to disolve the PS, or (3) a P is dissociated due to death, bankruptcy or other event AND at least half of the remaining Ps agree to dissolve the P w/in 90 days
- Any P: will be dissolved upon occurrence of event agreed to in the PS agreement; an event that makes it unlawful for PS business to conitinue, or a judicial determination
