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Topic: Limited partnership

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In the News (Thu 22 Aug 19)

  Limited partnership - Wikipedia, the free encyclopedia
When the partnership is being constituted or the composition of the firm is changing, LPs are generally required to file documents with the relevant state registration office.
The limited partnership in the U.S. In the United States, the LP organization is most common in the film industry or in types of businesses that focus on a single or limited-term project.
The limited partnership in the UK In the United Kingdom, the Limited Liability Partnership Act 2000 introduced LLPs into the legal system as a response to the fears of large professional partnerships as to their exposure to substantial claims for professional negligence.
en.wikipedia.org /wiki/Limited_partnership   (784 words)

 Limited liability partnership - Wikipedia, the free encyclopedia
In the United Kingdom LLPs are governed by the Limited Liability Partnerships Act 2000 and are distinct from limited partnerships.
Section 306(c) of the Uniform Partnership Act, a guideline upon which many state laws are based, grants LLPs a form of limited liability similar to that of a corporation.
As in a partnership or limited liability company (LLC), the profits of an LLP are distributed among the partners for tax purposes; the LLP is not taxed separately.
en.wikipedia.org /wiki/Limited_liability_partnership   (304 words)

 Limited Liability Partnerships and Limited Liability Limited Partnerships
OVERVIEW The limited liability partnership ("LLP") is a form of general partnership, created under state general partnership laws, in which partners are statutorily relieved of all or part of their personal liability for partnership liabilities, debts and obligations.
Limited liability partnership ("LLP") statutes have been enacted in numerous states and the District of Columbia.\1 As with limited liability companies,\2 LLP legislation likely will be enacted in most or all states, and third generation LLP statutes likely will expand the protection offered by LLPs in states which have limited LLP protections.
The Texas LLP statute is limited in scope and does not relieve general partners from liability for the partnership's non-malpractice contractual and tort liabilities.
www.lectlaw.com /files/buo04.htm   (2802 words)

 Limited Partnership
While a general partner in an LP has unlimited personal liability, a limited partner's liability is limited to the amount of his or her investment in the company.
If the limited partnership meets a minimum number of criteria related to limited liability, centralized management, duration, and transferability of ownership, it can enjoy the benefits of pass-through taxation; otherwise it will be taxed as a corporation.
Since the limited partnership no longer existed at the time of the sale, the issue is whether Legum really was a general partner and therefore whether he had unlimited personal liability.
www.quickmba.com /law/partnership/limited   (910 words)

 Forming and Administering Your Family Limited Partnership: The Do's and Don'ts
Because the limited partnership interest transferred to the son gave him the unilateral right to cause the dissolution of the son’s family partnership, the court allowed only an 8% lack of marketability discount in determining the value of the gift to the son of the limited partnership interest.
The IRS viewed the partnership as a sham even though all of the State law formalities had been followed in establishing the partnership and even though it was funded prior to the 99% limited partner’s death.
The clear thrust of the IRS attack was to discredit the family limited partnership by focusing on its operations, particularly those occurring after death.
www.gtlaw.com /pub/alerts/2001/tax_04.asp   (1857 words)

 California Business Portal - Limited Partnerships - Frequently Asked Questions
A foreign limited partnership is a partnership formed under the laws of any state other than the State of California or under the laws of a foreign country and having one or more general partners and one or more limited partners (or their equivalents under any name).
In order to register, a foreign limited partnership shall submit to the Secretary of State an Application for Registration (Form LP-5), a form prescribed by the Secretary of State, as a foreign limited partnership, which is signed and acknowledged by a general partner.
Note, a limited partnership cannot act as its own agent and no domestic or foreign corporation may file pursuant to section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the Secretary of State.
www.ss.ca.gov /business/lp/lp_faq.htm   (1457 words)

 Nevada Revised Statutes: Chapter 88
 A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by paragraph (b) of subsection 1 of NRS 88.320, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
88.525, inclusive, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon occurrence of the events specified in the partnership agreement.
NRS 88.609, a foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbreviation the words “limited partnership” and that could be registered by a domestic limited partnership.
www.leg.state.nv.us /NRS/NRS-088.html   (10703 words)

 S.C. Code of Laws Title 33 Chapter 44 Uniform Limited Liability Company Act Of 1996 - www.scstatehouse.net-LPITS   (Site not responding. Last check: 2007-10-18)
A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the company.
(4) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date the conversion took effect.
A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect.
www.scstatehouse.net /code/t33c044.htm   (16635 words)

 The Family Limited Partnership
Family limited partnerships have been used by families in agricultural areas for decades as a means of getting their children involved in running the ranch or the family farm.
To establish a family limited partnership one must follow the requirements of the state’s limited partnership act, which will probably require publication of the names of the general partner and the limited partners.
Finally, the limited partnership shares are subject to a "discount" in value of their underlying assets, because there is no market for these shares and they can’t be sold to others.
www.suite101.com /article.cfm/estate_planning/86204   (506 words)

 S.C. Code of Laws Title 33 Chapter 42 Uniform Limited Partnership Act - www.scstatehouse.net-LPITS   (Site not responding. Last check: 2007-10-18)
However, if the limited partner's participation in the control of the business is not substantially the same as the exercise of the powers of a general partner, he is liable only to persons who transact business with the limited partnership with actual knowledge of his participation in control.
After the filing of a limited partnership's original certificate of limited partnership, additional or substitute general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional or substitute general partners, with the written consent of all partners.
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
www.scstatehouse.net /code/t33c042.htm   (8031 words)

 Limited Partnership - Business Law and Insurance Articles
Limited partnerships are typically used for real estate investing or in situations where a business is looking to finance expansion.
A limited partnership must have one or more general partners, who have the same responsibilities and liability restrictions as they would in a general partnership.
These limited partners are not personally liable for debts of the partnership, and they get the same tax advantages as a general partner.
www10.americanexpress.com /sif/cda/page/0,1641,15750,00.asp   (357 words)

 Limited Liability Partnership Information
The status of the registered limited liability partnership is effective upon the filing of the registration and payment of the required fee.
The status of the registered professional limited liability partnership is effective upon the filing of the registration and payment of the required fee.
The registration of a partnership may be voluntarily withdrawn by filing a written notice of withdrawal executed by one or more partners and authorized by two-thirds of the partners with the Secretary of the Commonwealth.
www.sec.state.ma.us /cor/corpweb/corllp/llpinf.htm   (1338 words)

 [No title]
A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.
A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
A general partnership case may be relevant by analogy, especially if (1) the issue in dispute involves a provision of this Act for which a comparable provision exists under the law of general partnerships; and (2) the fundamental differences between a general partnership and limited partnership are immaterial to the disputed issue.
www.law.upenn.edu /bll/ulc/ulpa/final2001.htm   (5977 words)

 Limited Partnerships - Incorporate at MyCorporation.com   (Site not responding. Last check: 2007-10-18)
Limited Partnerships in general: In a Limited Partnership, one or more ‘general" partners manage the business while "limited" partners contribute capital and share in the profits but take no part in running the business.
General partners remain personally liable for partnership debts while limited partners incur no liability with respect to partnership obligations beyond their capital contributions.
The California Limited Partnership Act, for example, requires the filing of a certificate with the Secretary of State, applies restrictions on the use and availability of partnership names, contains statutory requirements with respect to the manner of calling and holding meetings, and contains many corporation-like requirements.
www.mycorporation.com /Limpart.htm   (223 words)

 Business Organization, sole proprietorship, limited partnership, corporation, business law
He will have unlimited liability for all debts of the business, and the income or loss from the business will be reported on his or her personal income tax return along with all other income and expense he or she normally reports (although it will be on a separate schedule).
Limited Partnership: With a limited partnership, each of the general partners has unlimited liability for the debts of the partnership, but the limited partner's exposure to the debts of the partnership is limited to the contribution each has made to the partnership.
Limited Liability: A limited liability company provides limited liability for all of its members, but typically can be treated as a partnership for federal income tax purposes.
www.myownbusiness.org /s4   (3480 words)

 Partnership Profiles - Family Limited Partnership (FLP) Appraisals   (Site not responding. Last check: 2007-10-18)
The rates of return for limited partnerships include expected returns for distributing, nondistributing, high debt and no debt partnerships.
The Partnership Guideline Reports were created for just that purpose and will save valuable research time.
The 10 page overview is designed for use in practitioner's valuation reports and amply covers the economic issues needed in appraisals of limited partnerships that own marketable securities and/or real estate.
partnershipprofiles.com   (1153 words)

 10.1.1: Model Limited Partnership Agreement: Definitions - Encyclopedia - Library - VC Experts   (Site not responding. Last check: 2007-10-18)
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vcexperts.com /vce/library/encyclopedia/documents_view.asp?document_id=471   (324 words)

 Limited Liability Partnership (LLP) - Incorporate at MyCorporation.com   (Site not responding. Last check: 2007-10-18)
LLP in general: California allows attorneys and accountants to operate their practices as a limited liability partnership.
This formation is a General Partnership that elects to be treated as an LLP by registering with the Secretary of State.
Many attorneys and accountants find the LLP as a very attractive alternative since it shields the partners from vicarious liability, can operate more informally and flexibly than a corporation, and is accorded full partnership tax treatment.
www.mycorporation.com /Llp.htm   (151 words)

 California Business Portal - Limited Partnerships - Forms and Fees   (Site not responding. Last check: 2007-10-18)
The informational materials and forms are provided in PDF file format and can be viewed and printed from your computer using the most current version of the Adobe Reader (available for free from Adobe's Website).
Conversion of a California limited partnership to a California general partnership or foreign entity (not registering)
Conversion of a foreign limited partnership to a California limited partnership
www.ss.ca.gov /business/lp/lp_formsfees.htm   (410 words)

 RSMO-Chapter 359
Business transactions of partner with the limited partnership.
Certificate of limited partnership--filed with secretary of state
Right of assignee to become limited partner, when.
www.moga.state.mo.us /STATUTES/C359.HTM   (162 words)

 Utah Code -- Title 48 -- Chapter 02a -- Utah Revised Uniform Limited Partnership Act
48-2a-108 Conversion of certain entities to a limited partnership.
48-2a-113 Approval of limited partnership conversion to subject entity.
48-2a-304 Person erroneously believing himself to be a limited partner.
www.le.state.ut.us /%7Ecode/TITLE48/48_02.htm   (852 words)

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