Exam 32: Limited Partnerships and Limited Liability Companies

A limited partner who participates in the control of the business has broad liability to third persons regardless of whether they have transacted business with the partnership believing the limited partner is a general partner.

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are the same as those of a general partnership.

In Alzado v. Blinder, Robinson & Company, Inc. , Blinder, Robinson & Co. was found liable to partnership creditors as a general partner because it assumed control of the business and thus lost its limited partnership status.

Typically, members of a limited liability company have the right to vote on proposals to:

The 1976 RULPA and the 1985 RULPA are supplemented by the Uniform Partnership Act, which applies to limited partnerships in any case for which the Limited Partnership Act does not provide.

Unanimous written consent of all partners is required to add new limited partners to a limited partnership, unless the partnership agreement provides otherwise.

The definition of a limited liability company includes that:

With regard to a limited partner's capital contribution to the limited partnership:

A limited partnership must continuously maintain an office at which basic organizational and financial records are kept.

A person for purposes of membership in a partnership includes a natural person, a partnership, a limited partnership, a trust, an estate, an association, or a corporation.

The death or bankruptcy of a limited partner will dissolve the partnership.

Which of the following need NOT be included in the certificate filed by a limited partnership?

Most LLC statutes expressly provide for mergers, which would allow Northern LLC and Southern LLC to combine all of their assets into Northern LLC, with Northern being the surviving LLC and Southern being the merged LLC.

In a limited partnership, the contribution of a partner may be cash, property, services, a promissory note, or an obligation to contribute cash, property, or to perform services.

A partner may not receive a distribution from a limited partnership unless the partnership's assets after the distribution would be sufficient to pay all of the partnership's liabilities, including those to other partners on account of their partnership interests.

Discuss the duties of general partners to limited partners.

Some statutes permit the operating agreement of a limited liability company to deny members the right to withdraw from the company.

Which of the following is untrue of a limited partnership?

General partners and limited partners rank equally unless the partnership agreement provides otherwise.

Most statutes and the amended ULLCA make an LLC member's dissociation a mandatory cause of dissolution.