CHAPTER 33

CHAPTER 33 - CHAPTER SUMMARY Limited Partnerships...

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CHAPTER SUMMARY Limited Partnerships Definition of a Limited Partnership a partnership formed by two or more persons under the laws of a State and having one or more general partners and one or more limited partners Formation a limited partnership can be formed only by substantial compliance with a State limited partnership statute Filing of Certificate two or more persons must file a signed certificate of limited partnership Name inclusion of a limited partner’s surname in the partnership name in most instances will result in the loss of the limited partner’s limited liability Contributions may be cash, property, services, or a promise to contribute cash, property, or services Defective Formation if no certificate is filed or if the one filed does not substantially meet the statutory requirements, the formation is defective and the limited liability of the limited partners is jeopardized Foreign Limited Partnerships a limited partnership is considered “foreign” in any State other than that in which it was formed Mann CH 33- 1
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Rights a general partner in a limited partnership has all the rights and powers of a partner in a general partnership Control the general partners have almost exclusive control and management of the limited partnerships; a limited partner who participates in the control of the limited partnership may lose limited liability Voting Rights the partnership agreement may grant to all or a specified group of general or limited partners the right to vote on any matter Choice of Associates no person may be added as a general partner or a limited partner without the consent of all partners Withdrawal a general partner may withdraw from a limited partnership at any time by giving written notice to the other partners; a limited partner may withdraw as provided in the limited partnership certificate Assignment of Partnership Interest unless otherwise provided in the partnership agreement, a partner may assign his partnership interest; an assignee may become a substituted limited partner if all other partners consent Profit and Loss Sharing profits and losses are allocated among the partners as provided in the partnership agreement; if the partnership agreement has no such Mann CH 33- 2
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provision, then profits and losses are allocated on the basis of the contributions each partner actually made Distribution s the partners share distributions of cash or other assets of a limited partnership as provided in the partnership agreement Loans both general and limited partners may be secured or unsecured creditors of the partnership Informatio n each partner has the right to inspect and
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CHAPTER 33 - CHAPTER SUMMARY Limited Partnerships...

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