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Uniform Limited Partnership Act §§ 301, 401 (2001).
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1In a limited partnership, what are the two types of partners?
In a limited partnership, what are the two types of partners?2What is the Uniform Limited Partnership Act (ULPA)?
What is the Uniform Limited Partnership Act (ULPA)?3Under the ULPA, can a limited partner be held liable for partnership debts if the limited partner participates in the management and control of the...
Under the ULPA, can a limited partner be held liable for partnership debts if the limited partner participates in the management and control of the limited partnership?4Are limited partners allowed to participate in managing a limited partnership?
Are limited partners allowed to participate in managing a limited partnership?5In order to form a limited partnership, what information does the ULPA require?
In order to form a limited partnership, what information does the ULPA require?6Under the ULPA, may a state provide information about a limited partnership to a person who requests it?
Under the ULPA, may a state provide information about a limited partnership to a person who requests it?7What are the rights and duties of a general partner in a limited partnership?
What are the rights and duties of a general partner in a limited partnership?8What are the duties and rights of a limited partner in a limited partnership?
What are the duties and rights of a limited partner in a limited partnership?9What is the RULPA control test?
What is the RULPA control test?10Can limited partners who help manage a limited partnership face personal liability based on their status as a partner in some jurisdictions?
Can limited partners who help manage a limited partnership face personal liability based on their status as a partner in some jurisdictions?11A limited partnership had one general partner and one limited partner. The partnership experienced some financial distress and the limited partner ...
A limited partnership had one general partner and one limited partner. The partnership experienced some financial distress and the limited partner decided to start helping the business. The limited partner began attending all officer meetings and reviewing all proposals. The limited partner then began making key operational and finance decisions. Unfortunately, the limited partner’s decisions accelerated the partnership’s demise. The partnership’s creditors wanted to treat the limited partner as a general partner and sue the limited partner in her personal capacity for any unpaid claims.If the creditors have a choice of suing in jurisdiction that has adopted the RULPA or one that has adopted the ULPA, which jurisdiction will allow the creditors to sue the limited partner in her personal capacity for the unpaid debts?12What partnership rights do limited partners have?
What partnership rights do limited partners have?13What is the individual liability of partners in a limited partnership to third parties?
What is the individual liability of partners in a limited partnership to third parties?14If a general partner in a limited partnership mistakenly believes she is a limited partner, is she typically liable for the partnership’s obligations?
If a general partner in a limited partnership mistakenly believes she is a limited partner, is she typically liable for the partnership’s obligations?15A wealthy partner of a limited partnership believed he was a limited partner, but he was listed as a general partner in the certificate of limited ...
A wealthy partner of a limited partnership believed he was a limited partner, but he was listed as a general partner in the certificate of limited partnership. A marketing firm prepared the partnership’s fall catalog. Since the wealthy partner was listed as a general partner in the certificate of limited partnership and general partners can be personally liable for a partnership’s debts, the marketing firm decided the risk of the partnership’s non-payment was low and agreed to allow the partnership up to 90 days to pay for the catalog. A few weeks later, the wealthy partner realized the error in the certificate of limited partnership and quickly filed an appropriate amendment changing his status to limited partner. The partnership became insolvent and was unable to pay the firm.Can the wealthy partner be held personally liable to the marketing firm for the partnership’s debt to the firm?16If unaddressed by a limited-partnership agreement, how are a limited partnership’s profits and losses distributed?
If unaddressed by a limited-partnership agreement, how are a limited partnership’s profits and losses distributed?17A limited partnership had one general partner and two limited partners. The senior limited partner made a $200,000 capital contribution, and the ju...
A limited partnership had one general partner and two limited partners. The senior limited partner made a $200,000 capital contribution, and the junior limited partner made a $100,000 capital contribution. The general partner did not contribute any capital to the venture. There was a limited partnership agreement, but this agreement did not address how the partnership’s profits and losses would be distributed. The partnership had $450,000 in profits for the year.How should the profits be allocated to each partner?18May a limited partnership be dissolved?
May a limited partnership be dissolved?19Under the ULPA, will a limited partner who withdraws from the partnership prior to the termination of the partnership be liable for damages caused ...
Under the ULPA, will a limited partner who withdraws from the partnership prior to the termination of the partnership be liable for damages caused by the withdrawal?20Under the RULPA, are limited partners who withdraw from the partnership prior to the termination of the partnership liable for damages caused by th...
Under the RULPA, are limited partners who withdraw from the partnership prior to the termination of the partnership liable for damages caused by the withdrawal?