What is the duration of a limited partnership

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Reference no: EM133675244

Assignment:

Instructions: This assignment encompasses 7 different Minnesota Business Entities.

1. For each question, provide your answer and indicate the specific statutes from which you obtained your answer to the question. Yes and no answers are not sufficient. You must explain.

2. Use your own words.

3. Use correct spelling, grammar, and complete sentences.

4. Points will be deducted for not following instructions.

ASSUMED NAME

Number the answers to the following 8 questions by reading Chapter of the Minnesota Statutes. Citation to each question is required.

1. What is the definition of a "true name?"

Actual means the valid full name of the natural person proper if a proprietorship; the full name of each person, if a partnership the full corporate name as stated in its articles of organization or certificate of authority; the full name of the limited partnership, if a limited partnership; the full name of the registered limited liability partnership, the true full name of the limited part

2. What information must a certificate of assumed name include?

3. When registering a certificate of assumed name, may I name my company "I'm The Big Cheese, Inc.?"

4. Assume that I want to name my company "Carrie's Cheezy Cards," may I transact any business before I file a certificate of assumed name or publish it in a legal newspaper.

5. Where and how often must "Carrie's Cheezy Cards," publish the assumed name certificate in a legal newspaper.

6. How much does it cost to obtain a certificate of assumed name?

7. What are the requirements for a business to last indefinitely?

8. What is meant by the term distinguishable name?

GENERAL PARTNERSHIP

Number the answers to the following 7 questions by reading Chapter of the Minnesota Statutes. Citation to each question is required.

1. What is the definition of a partnership agreement?

2. When does property become partnership property?

3. How is a partnership formed?

4. What is the nature of a partner's liability?

5. What two fiduciary duties does a partner owe to the partnership and the other partners?

6. Thoroughly explain a partner's agency relationship?

7. Are a partner's death and a partner's bankruptcy justifiable events that cause a partner's dissociation?

LIMITED PARTNERSHIP

Number the answers to the following 5 questions by reading Chapter of the Minnesota Statutes. Citation to each question is required.

1. What is the duration of a limited partnership?

2. What requirements are imposed on naming a limited partnership?

3. What is needed to form a limited partnership?

4. What form must be filed annually with the Secretary of State once a limited partnership is formed?

5. What management rights does a general partner have? What decisions require unanimous consent of all general partners?

LIMITED LIABILITY COMPANY

Number the answers to the following 5 questions by reading Chapter of the Minnesota Statutes. Citation to each question is required.

1. How many members must a limited liability company have?

2. What are the requirements and prohibitions for the name of a limited liability company?

3. What is the nature of a member's liability?

4. What are transferable rights? Can they be assigned? If so, how?

5. What is the Board of Governors? What do they do? How many? What is their term of office?

6. What are managers and which manager positions are required for each limited liability company?

DOMESTIC CORPORATION

Number the answers to the following 20 questions by reading Chapter of the Minnesota Statutes. Citation to each question is required.

1. What document is needed to form a corporation and what information is required to be contained in the document?

2. What are the standards for naming a corporation?

3. What is the role of an incorporator?

4. What are by-laws?

5. What is the role of the Board of Directors? How many members are needed and what is their term of office?

6. What is cumulative voting?

7. What officers must a corporation have? What are the duties of those required officer positions?

8. What features/terms do shares of stock have?

9. What are preemptive rights?

10. What is the difference between certificated and uncertificated shares?

11. How often must shareholders meet?

12. Who may call special meetings of shareholders? What must be included in the notice for such a meeting?

13. Can shareholders attend meetings electronically?

14. What is quorum?

15. What is a voting agreement?

16. What is a voting trust?

17. What is the winding up period and what can be transacted during this period?

18. Who has the right to inspect the corporation's books and records?

19. How many shareholders are needed to approve the voluntary dissolution of a corporation?

20. What are the procedures undertaken during dissolution?

FOREIGN CORPORATION

Number the answers to the following 6 questions by reading Chapter of the Minnesota Statutes. Citation to each question is required.

1. What is a foreign corporation (you may need to check your notes on this)?

2. When is a Certificate of Authority needed?

3. Are there any restrictions on a foreign corporation's name?

4. What information is required for a Certificate of Authority? How is it obtained?

5. When can a Certificate of Authority be revoked or cancelled and by whom?

6. What are the consequences of transacting business without a Certificate of Authority?

PROFESSIONAL FIRM

Number the answers to the following 6 questions by reading Chapter of the Minnesota Statutes. Citation to each question is required.

1. What is the definition of a "firm"?

2. What is the definition of a "professional"?

3. What is the definition of "professional services"?

4. What are the requirements for a professional firm's name?

5. Who may hold ownership interests in a professional firm?

6. What happens if an owner dies?

Reference no: EM133675244

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