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Chapter 43 LPs, LLCs, and LLPs

Twomey  Jennings Anderson’s Business Law and the Legal Environment , Comprehensive 20e Anderson’s Business Law and the Legal Environment , Standard 20e Business Law: Principles for Today’s Commercial Environment 2e. Chapter 43 LPs, LLCs, and LLPs. Limited Partnerships.

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Chapter 43 LPs, LLCs, and LLPs

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  1. Twomey  JenningsAnderson’s Business Law and the Legal Environment, Comprehensive 20eAnderson’s Business Law and the Legal Environment, Standard 20eBusiness Law: Principles for Today’s Commercial Environment 2e Chapter 43 LPs, LLCs, and LLPs

  2. Limited Partnerships • A limited partnership consists of one or more limited partners, and one or more general partners. • Limited partners contribute assets or services with no liability for loss beyond their investment, but do not manage the business.

  3. Limited Partnerships • General partners manage the business and have unlimited personal liability. • A certificate must be properly executed and filed when a limited partnership is formed.

  4. Limited Liability Companies • A limited liability company is a hybrid form of business organization that combines the tax advantages of a partnership with the limited liability feature of the corporation.

  5. Limited Liability Companies • Distributions: profits and losses are shared according to the LLC operating agreement. • Property: LLC owns property in its own name. • Interest in an LLC is personal and assignable.

  6. Limited Liability Companies • Disregarding the LLC entity. • Similar to ‘piercing the veil’ of corporations. • Members may be personally liable even beyond their capital investment. • LLCs and other entities. • LLCs vs. Sub-S corporations. • LLCs vs. Limited Partnerships.

  7. Limited Liability Partnership • A limited liability partnership is a new form of business organization that allows existing partnerships to convert to this new form without major renegotiation of the underlying partnership agreement.

  8. Limited Liability Partnership • Innocent partners in a limited liability partnership are not personally liable for the torts of other partners beyond their investment in the firm.

  9. Comparison of Business Forms

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