MGMT ch 13

LIMITED PARTNERSHIP

A business organization that has at least one general partner and other investors (limited partners) who have limited liability

LIMITED LIABILITY

Allows for a person to invest in a business without placing their personal wealth at risk

WRITING/CERTIFICATE REQUIREMENTS

Corporations, Limited Liability Companies, and Limited Partnerships must file with the state

PIERCING THE CORPORATE VEIL

If the court does this, the shareholders have unlimited personal liability for the corporate debts

GENERAL PARTNERSHIP

a. Is an association of two or more persons to carry on business as co-owners for profit b. Each general partner shares equally in the profits, and has an equal vote in the partnership business c. A majority vote controls ordinary business decisions

LIMITED LIABILITY COMPANIES

a. are treated like a CORPORATION for liability purposes b. are treated like a PARTNERSHIP for tax purposes c. is different from a general or limited partnership in that if an it is properly formed, all of the members of it can limit their personal liability

Partnership can begin with:

i. An implied agreement that can be inferred from the conduct of the parties doing business ii. A Written Agreement iii. An Oral Agreement

Partnership ends with:

i. Bankruptcy of a partner ii. Withdrawal of a partner iii. Death of a partner iv. Dissolution of the partnership per the terms of the contract