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Twomey & Jennings BUSINESS LAW

Twomey & Jennings BUSINESS LAW. Chapter 41 Ltds., LLCs and LLPs. Limited Partnerships. A limited partnership consists of one or more limited partners, and one or more general partners.

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Twomey & Jennings BUSINESS LAW

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  1. Twomey & JenningsBUSINESS LAW Chapter 41 Ltds., 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 • General partners manage the business and have unlimited personal liability.

  3. American National Ins. Co. v Gilroy, Sims & Associates, Ltd. (1995) The problem of limited partners in general. Limited Partnerships • A certificate must be properly executed and filed when a limited partnership is formed.

  4. Water, Waste & Land, Inc. dba Westec v Lanham (1998) Was there proper disclosure? Harvey v Covington (2001) Did the LLC exist? 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. Hagan v Adams Property Associates, Inc. (1997) Sale or No Sale? 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. Kaycee Land and Livestock v Flahive (2002) Piercing the LLC veil? Limited Liability Companies • Disregarding the LLC entity. • Similar to ‘piercing the veil’ of corporations. • Members may be personally liable even beyond their capital investment.

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

  8. Comparison of Business Forms

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