Reference no: EM13785613
The Law of corporations and other business organizations, sixth edition. Angela Schneeman
Review Questions
Is a limited partnership treated as a separate entity for all purposes? If not give an example of an instance in which a limited partnership is treated as an aggregate of its partners.
Why is the fiduciary duty between the general partner and limited partners even greater than the fiduciary duty between partners in a general partnership?
Suppose that Beth Henderson is a limited partner of the ABC Limited Partnership, a limited partnership formed for the purpose of purchasing and developing real estate. Beth wanted to be a limited partner because she has considerable personal assets that she wants to protect. Soon after the formation of the limited partnership, Beth becomes concerned about its management by the general partners. she starts attending the general meetings and participating in all major decisions concerning the limited partnership. However, the partnership becomes insolvent anyway. Creditors are left with thousands of dollars worth of unpaid bills. The limited partnership and the general partners have no substantial cash or other assets. If the partnership is in a state that follows RULPA, might creditors prevail in a lawsuit against Beth Henderson personally to recover their losses? Why or why not?
Brian, Jeanne, and William have formed Oak Ridge Limited Partnership, a limited partnership for shopping center development and management. William is the general partner and Brian and Jeanne are limited partners. The limited partnership is about to enter into an agreement to purchase a new shopping center; however, the bank that is lending them the money wants personal guarantees from each other. If the limited partnership governed by the laws of a state that follows the revised uniform limited partnership act, would Brian and Jeanne be able to guarantee the obligation of the Oak Ridge limited partnership without risking their limited liability status?
Suppose that Jake, Bryan and Jill decide to form a limited partnership for the purpose of owning and operating a liquor store. The are all concerned about their personal liability, so they decide that they will all be limited partners. Would this be possible? Why or why not? What if Jill agreed to be a general partner and a limited partner?
Why might a limited partnership want to put only the minimum required information in the limited partnership certificate and go into more detail in the limited partnership agreement or other documents?
What is one advantage the limited partnership has over the general partnership with regard to raising capital for the business?
Who may initiate a derivative action?
Suppose that Katherine, Brianna, and Paige have formed a limited partnership to operate a video arcade. Katherine is the general partner. She has contributed $2,000 and her time to get the operation running. Brianna and Paige, the limited partners, have each contributed $3,000. Ate one year of operation, the arcade has debts of $10,000 and assets of $20,000, but the three partners decide to discontinue their business and the limited partnership. brianna and Paige want their investment returned to them. Who should Katherine, who is winding up the business, pay first, Brianna and Paige, or the creditors? How much will Brianna and Paige receive? How about Katherine?
Suppose a limited partnership jas just one general partner, who suddenly dies. Will the partnership dissolve? could a limited partnership continue if one of three general partners suddenly dies? if yes, under what circumstances?
Practical problems
Locate and cite the limited partnership act in your state to answer the following questions. (Florida)
when was your state current act adopted?
After which uniform act is limited partnership act of your state modeled?
what is the name of the document that must be filed in your state to form a limited partnership?
What must be included in that document?
Where is that document filed?