Chapter 5 Limited Partnerships

Revised Uniform Limited Partnership Act (RULPA)

A 1976 revision of the ULPA that provides a more modern, comprehensive law for the formation, operation, and dissolution of limited partnerships.

Certificate of limited liability limited partnership

A document that is filed by an LLLP with the secretary of state's office to organize under state law.

Certificate of cancellation

A document that is filed with the Secretary of State upon dissolution of a limited partnership.

Certificate of registration

A document that permits a foreign limited partnership to transact business in a state.

Limited partnership agreement

A document that sets forth the rights and duties of general and limited partners; the terms and conditions regarding the operation, termination, and dissolution fo a partnership; and so on.

Certificate of limited partnership

A document that two or more persons must execute and sign that makes a limited partnership legal and binding.

Master limited partnership

A form of limited partnership that is listed on stock exchanges and is publicly trade to provide liquidity.

Foreign limited partnership

A limited partnership in all other states besides the one in which it was formed.

Domestic limited partnership

A limited partnership in the state in which it was formed.

Uniform Limited Partnership Act (ULPA)

A model law promulgated in 1916 for adoption by state legislatures to govern the relationship between the partners of a limited partnership.

Unit

A single thing of any kind; a fixed quantity.

Limited liability partnership (LLP)

A special form of partnership where all partners are limited partners and there are not general partners.

Limited liability limited partnership (LLLP)

A special type of limited partnership that has both general partners and limited partners where both have limited liability and are not personally liable for debts of partnership

Limited partnership

A type of partnership that has two types of partners: (1) general partners and (2) limited partners.

Articles of partnership

A written partnership agreement; a document that must be filed with the Secretary of State to form a limited liability partnership.

Articles of limited liability limited partnership

A written partnership agreement; a document that must be filed with the secretary of state to form a limited liability limited partnership.

Decree of judicial dissolution

Document issued by a court that judicially dissolves a corporation on a specific date.

Defective formation

Occurs when (1) a certificate of limited partnership is not properly filed, (2) there are defects in a certificate that is filed, or (3) some other statutory requirement for the creation of a limited partnership is not met.

Limited partners

Partners in a limited partnership who invest capital but do not participate in management and are not personally liable for partnership debts beyond their capital contributions.

General partners

Partners in a limited partnership who invest capital, manage the business, and are personally liable for partnership debts.

Winding up

The process by which a dissolved partnership's assets are collected, liquidated, and distributed to creditors, shareholders, and other claimants.

Dissolve

To terminate; bring to an end.

Unlimited liability

Type of liability of general partners in limited partnership