New User Special Price Expires in

Let's log you in.

Sign in with Facebook


Don't have a StudySoup account? Create one here!


Create a StudySoup account

Be part of our community, it's free to join!

Sign up with Facebook


Create your account
By creating an account you agree to StudySoup's terms and conditions and privacy policy

Already have a StudySoup account? Login here

Week 6 Notes

by: Zohar Peleg

Week 6 Notes BSL304

Zohar Peleg
GPA 3.5
Corporate Law
Dr. Turner

Almost Ready


These notes were just uploaded, and will be ready to view shortly.

Purchase these notes here, or revisit this page.

Either way, we'll remind you when they're ready :)

Preview These Notes for FREE

Get a free preview of these Notes, just enter your email below.

Unlock Preview
Unlock Preview

Preview these materials now for free

Why put in your email? Get access to more of this material and other relevant free materials for your school

View Preview

About this Document

Carefully detailed and colorful notes covering week 6 material for exam 3.
Corporate Law
Dr. Turner
Class Notes
25 ?




Popular in Corporate Law

Popular in Business Law

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.

Similar to BSL304 at The American University of Rome

Popular in Business Law


Reviews for Week 6 Notes


Report this Material


What is Karma?


Karma is the currency of StudySoup.

You can buy or earn more Karma at anytime and redeem it for class notes, study guides, flashcards, and more!

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


Buy Material

Are you sure you want to buy this material for

25 Karma

Buy Material

BOOM! Enjoy Your Free Notes!

We've added these Notes to your profile, click here to view them now.


You're already Subscribed!

Looks like you've already subscribed to StudySoup, you won't need to purchase another subscription to get this material. To access this material simply click 'View Full Document'

Why people love StudySoup

Steve Martinelli UC Los Angeles

"There's no way I would have passed my Organic Chemistry class this semester without the notes and study guides I got from StudySoup."

Amaris Trozzo George Washington University

"I made $350 in just two days after posting my first study guide."

Bentley McCaw University of Florida

"I was shooting for a perfect 4.0 GPA this semester. Having StudySoup as a study aid was critical to helping me achieve my goal...and I nailed it!"


"Their 'Elite Notetakers' are making over $1,200/month in sales by creating high quality content that helps their classmates in a time of need."

Become an Elite Notetaker and start selling your notes online!

Refund Policy


All subscriptions to StudySoup are paid in full at the time of subscribing. To change your credit card information or to cancel your subscription, go to "Edit Settings". All credit card information will be available there. If you should decide to cancel your subscription, it will continue to be valid until the next payment period, as all payments for the current period were made in advance. For special circumstances, please email


StudySoup has more than 1 million course-specific study resources to help students study smarter. If you’re having trouble finding what you’re looking for, our customer support team can help you find what you need! Feel free to contact them here:

Recurring Subscriptions: If you have canceled your recurring subscription on the day of renewal and have not downloaded any documents, you may request a refund by submitting an email to

Satisfaction Guarantee: If you’re not satisfied with your subscription, you can contact us for further help. Contact must be made within 3 business days of your subscription purchase and your refund request will be subject for review.

Please Note: Refunds can never be provided more than 30 days after the initial purchase date regardless of your activity on the site.