Class 7 (Business Organizations 2 of 2)

Class 7 (Business Organizations 2 of 2) - BUSINESS 320...

Info iconThis preview shows pages 1–4. Sign up to view the full content.

View Full Document Right Arrow Icon
BUSINESS 320 SPRING 2011 Class 7 Jordan Breslow TOPICS Business Organizations Continued: Limited Partnerships Limited Liability Limited Partnerships Corporations BUSINESS ORGANIZATIONS Overview - what to consider Formation Investment vehicle Personal liability Control of the business / duties to others in the enterprise Tax Dissolution Last week we covered Sole Proprietorship Partnership Limited Partnerships Recall the definition of a partnership 1. Association of two or more persons (compare: people ) 2. carrying on a business 3. As co owners 4. For profit Recall the liabilities of partners in a general partnership: (recall that the partnership itself is liable for the acts of its partners and of its employees and agents if committed within the scope / ordinary course: Torts, contracts, loans, etc. ) 1
Background image of page 1

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full DocumentRight Arrow Icon
Partners are personally liable for the debts and obligations of the partnership Definition: a partnership with two types of partners: 1. General partners a. Invest b. Manage the business c. Personally liable 2. Limited partners a. Invest b. Don’t manage c. Not personally liable beyond capital contributed Used most often: Real estate Oil / Gas Entertainment ventures Family businesses Governing law – state by state Usually based on RULPA: Revised Uniform Limited Partnership Act Formation Recall: general partnership can be created by conduct; not true LP Must file a certificate of l p with secretary of state Name all the partners and amount of their contributions Name must include words "limited partnership" If formed defectively, LPs could be liable as GPs Written agreement is typical and highly recommended voting rights share of profits and losses Have to file amendment certificates when partners join or leave May have to file an annual report with Secretary of State Personal liability General Partners same as a regular partnership Limited Partners: normally limited to capital contribution 2
Background image of page 2
See example p 549 What happens if LP get involved in management Some actions ok, e.g. Voting on key matters, e.g., removal of a General Partner
Background image of page 3

Info iconThis preview has intentionally blurred sections. Sign up to view the full version.

View Full DocumentRight Arrow Icon
Image of page 4
This is the end of the preview. Sign up to access the rest of the document.

Page1 / 8

Class 7 (Business Organizations 2 of 2) - BUSINESS 320...

This preview shows document pages 1 - 4. Sign up to view the full document.

View Full Document Right Arrow Icon
Ask a homework question - tutors are online