Limited Partnerships

1
Limited Partnerships

• Formed by two or more persons under laws of a
  State, with one or more general partners and one
  or more limited partners
• Formation
• Filing of Certificate
• Name
• Contributions
• Defective Formation

2
Rights

• Control
• Voting Rights
• Choice of Associates
• Withdrawal
• Assignment of Partnership Interest
• Profit and Loss Sharing

3
More Rights

• Distributions
• Loans
• Information
• Derivative Actions

4
Duties and Liabilities

• Duties
• Liabilities
• Limited Partners
• General Partners
• Contribution Returned
• Without violation
• With violation

5
Dissolution Causes

• Limited Partners
• Expiration of the time period
• Happening of event specified
• Unanimous written consent
• Withdrawal of a general partner, unless
• All partners agree to continue the business or
• At least 1 other general partner and written
  provisions permit continuation
• Judicial decree

6
Dissolution

• Winding Up
• Distribution of Assets priorities
• Creditors, including partners
• Partners and ex-partners for unpaid distributions
• Partners for the return of contributions, except
  as otherwise agreed
• Partners for their partnership interests in the
  proportions in which they share in distributions,
  except as otherwise agreed

7
Limited Liability Companies

• Noncorporate business organization providing
  limited liability to all its owners (members)
  permits all members to participate in management
  of the business
• Formation
• Filing
• Name
• Contribution
• Operating Agreement

8
Rights of Members

• Financial Rights
• Profit and Loss Sharing
• Distributions
• Withdrawal
• Management
• Member-managed
• Manager-managed
• Voting
• Derivative Actions
• Assignment of LLC Interest

9
Duties and Liabilities

• Duties
• Manager-managed LLCs
• Duty of Care
• Fiduciary Duty
• Member-managed LLCs
• Liabilities

10
Dissolution

• Automatic, upon
• Dissociation of a member (some states)
• Expiration of the LLC's agreed duration
• Happening of any of the events specified in the
  articles
• Written consent of all the members
• Decree of judicial dissolution

11
Distribution of Assets

• Creditors, including members and managers, except
  with respect to liabilities for distributions
• Members and former members in satisfaction of
  liabilities for unpaid distributions
• Members for the return of their contributions
• Members for their limited liability company
  interests in the proportions in which members
  share in distributions

12
Other Unincorporated Associations

• Limited Liability Partnership
• General partnership that, by making the
  statutorily required filing, limits the liability
  of its partners for some or all of the
  partnership's obligation
• Limited Liability Limited Partnership
• Limited partnership in which the liability of the
  general partners has been limited to the same
  extent as in an LLP