Reference no: EM133371291

Assignment:

Limited Partnerships

Use the RULPA(Revised Uniform Limited Partnership Act).

1. Lindsey is a limited partner in a limited partnership formed for a term of five years. The partnership agreement has no provisions relating to withdrawals of limited partners. In the third year of the partnership, Lindsey gave notice to the limited partnership of her intent to withdraw from the partnership. May Lindsey withdraw?

2. A limited partnership formed in Delaware wishes to hold its next meeting in New York. Will it be required to qualify as a foreign limited partnership in New York to hold the meeting?

3. What is the advantage to a general partner and to a limited partner if a limited partnership elects to be a limited liability limited partnership under the 2001 Act?

4. Gerry Young and Gene Adams are the general partnership in a limited partnership that has three limited partners: Larry, Luis, and Lonnie Lovell. The entity has a partnership agreement, but the agreement does not address division of profits, transfers of interests, or dissolution. The general partners each contributed $5,000, and the limited partners each contributed $30,000. Use the RULPA or this text to answer the following questions:

a. The partnership has profits of $100,000. How will these be divided?

b. Gene has filed a petition in bankruptcy. Must the limited partnership dissolve? Discuss.

c. May the partnership be named Edwards and Lovell Limited Partnership?

d. Larry has transferred all of his interest in the partnership to his sister Lynne. What are Lynne's rights?

e. Luis has asked the general partners to consider expanding the business into a neighboring state and has leased two new cars for the partnership. Discuss the permissibility of these acts and any liability Luis might have for these acts?

5. Locate the Amendment to Certificate of Limited Partnership form used in Florida. What is the fee to file this form?