Week 6 Notes
Week 6 Notes BSL304
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This 4 page Class Notes was uploaded by Zohar Peleg on Wednesday February 18, 2015. The Class Notes belongs to BSL304 at The American University of Rome taught by Dr. Turner in Fall2014. Since its upload, it has received 161 views. For similar materials see Corporate Law in Business Law at The American University of Rome.
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Date Created: 02/18/15
BSL304 Week 6 Notes Ch33 Formation and Internal Relations of General Partnerships Limited Pships 2 or more persons carrying on a business for pro t with one or more general p and 1 or more LP RULPA Investment component Different from general pship o Creature of statute youre treating as a general pship Exist only if a certi cate of limited pship is led in substantial compliance with a state law 0 2 classes of p s general p s unlimited liability amp right to manage and control LP s limited liability and no right to management Taxation same as general pship Formation 0 Must le certi cate of limited pship Includes a Name amp address of limited pship registered agent and general p s I Must be amended if GP leaves or new GP joins or registered agent changes 0 Internal affairs doctrine 0 Foreign pship certi cate in states where doing business 0 Defective Formation Certi cate of Limited Partnership must be led in quotsubstantial compliance with the statute if not in substantial compliance LP is treated as a GP unlimited liability with regard to any 3rd party who reasonably relied unless as soon as they hear of defect n LP immediately withdraws and renounces future pro ts n OR a defect is immediately cured 0 Name Can t include LP s last name unless that was previously the name of the partnership OR one of the GPs has the same last name quotLimited Partnershipquot LP quotLimitedquot 0 Contributions GPs and LPs contribute a Document In LPs written pledgepromise to contribute is enforceable Rights of Ps governed by RULPS Partnership Agreement Certi cate of Partnership a GP just like a GP in GPship a quotManagement and controlquot GPs have the exclusive right 0 LP s do not have this right If engage in management and control give up limited liability unless actions fall within a quotsafe harborquot 0 Examples of quotSafe Harborquot Contractor agent employee of LPship or GP Consultadvise Acts as a surety or guarantor Approvedisapprove amendments to partnership agreement vote on quotfundamental changes Officerdirectorshareholde r of corp GP n Voting Rights GPs just like in a GPship LPs partnership agreement but be careful 0 should only vote on fundamental changes amendments and admitting a new partner o if more power than that be careful because may lose limited liability 0 Choice of Associates 0 Dissociation and Withdraw GP may dissociate at any time however if wrongful can t participate in winding up and liable for damages n quotWrongfulquot o violates partnership agreement 0 OR 0 Before term ends LP may dissociate as provided in agreement or with 6 months notice Upon withdrawal dissociating Partner is quotbought outquot 0 Assignment of Economic Interests LP assigns all of their economic interest they are no longer partner 0 To share in pro ts and losses Based on capital contributions 0 Right to Distributions Based on capital contributions Priority n Creditors outside then inside a Capital Contribution Return a Pro ts per of contribution Informed Accounting sue in name of partnership 0 Duties and Liabilities Duties a GP duciary care recklessness obedience n LP very few duties 0 include noncompete in partnership agreement Liabilities a GP unlimitedjoint and several n LP limited to actual and pledged contributions 0 Extinguishing LPship LPs can only Force Dissolution by Court Order Under RULPA n Term Expires a Partnership agreement speci es a unanimous written consent a withdrawal of GP unless at least 1 GP remains and either pship agreement allows continuation within 90 days all Ps agree to continue a court ordered dissolution certi cate of cancellation must be led winding up distribution of assets n creditors outside then inside a capital contributions per rata n pro ts distribution 0 based on of contribution
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