Limited Partnerships and Limited Liability Partnerships
LLP attributes:
a partner's liability for his partner's professional malpractice is limited to the partnership's assets, a partner retains unlimited personal liability for his/her own malpractice, a partner retains unlimited personal liability for all non-professional obligations of the partnership
partnerships in which limited liability in loss of capital investment and unlimited liability in personal liability are the same for all partners?
general and limited liability partnerships
C is a limited partner, S and B are general partners. the business of the LP is investing in works of art. C has received reliable information indicating that S and B have been buying and selling some works of art on their own, without making the opportunities available to the LP. although C would like to bring a derivative suit against S and B on the theory that they breached their fiduciary duties to the LP, he is concerned that by doing so, he may forfeit his limited liability. will he lose his limited liability if he brings the derivative suit?
no, because a limited partner's attempt to enforce other partners' fiduciary duties does not constitute exercising control over partnership business
what is the effect of having a corporation as the general partner of a limited partnership?
the liability of the corporate general partner will be limited to the amount of its corporate assets
LLC's are similar to regular corporations in that the members are not individually liable for LLC obligations
true
a proper certificate of limited partnership need not state the name of each limited partner, on the general partners
true
absent a contrary provision in the limited partnership agreement a limited partner's withdrawal from the firm/LP does not result in dissolution of the limited partnership
true
although an LLC and its members receive the same federal tax treatment as an S corp and its shareholders, the LLC does not share the S corp's limits on number and types of owners
true
an LLC pays no federal income tax; instead, income of an LLC is reported by its members on their tax returns
true
general partners in an LP have unlimited personal liability
true
if a limited partner assumes personal liability on a specific partnership obligation, she does not thereby forfeit her limited liability concerning other partnership obligations
true
in states that have enacted the LLP statutes, the liability of a partner in an LLP for his partners' malpractice is limited to the partnership's assets
true
in the absence of an agreement to the contrary, partners in a limited partnership share profits/losses based upon their capital contribution, not according to the number of partners- i.e., the rule for limited partnerships is not the same as for ordinary partnerships.
true
neither the addition of a new general partner does not cause dissolution of the former partnership, nor does the addition of limited partners
true
the members of an LLC pay federal income tax in their individual income tax returns, while regular corporations file corporate tax returns and pay tax on their income
true
when a limited partnership is dissolved and there are no general partners who have not wrongfully dissolved the firm, a limited partner may perform the winding up of partnership affairs
true