Term
| Limited Liability Partnership |
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Definition
| Partnership formed under state law by 2 or more persons under state law having 1 or more general partner and 1 or more limited partner |
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Term
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Definition
| 1) General partner has exclusive control of management 2) If limited partner gets too involved, can be considered general partner 3) General partner is liable, any limited partner who helped is also liable |
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Term
| Rights of Limited Partners (Safe Harbor Provisions) |
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Definition
| 1) Can be independent contractor to Limited Partnership, agent, employee 2) Officer/director/shareholder 3) Consultant of GP 4) May request/attend meeting of general partners |
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Term
| What can Limited Partner vote on? |
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Definition
| 1) Dissolution/Winding up 2) Sale or exchange on all assets 3) LP incurring any debt be outside business debt 4) Change of nature of Partnership 5) Removal of GP/LP 6) Amendment to partnership agreement |
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Term
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Definition
| 1) No fiduciary duties 2) No duty of care 3) Dissolution 4) Consent 5) Court Order 6) No GP 7) Only GP can wind up LP |
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Term
| What is a Limited Liability Company? |
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Definition
| It is a combination of partnership and corporation, a non-corporate entity that provides limited liability to owners or members. It allows members to participate in management and is considered a separate legal entity. |
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Term
| How to start up a Limited Liability Company |
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Definition
| 1) Put together articles of organization with secretary of state 2) articles put together by organizers 3) need one or more persons (no natural person under the age of 18) |
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