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C32 (LP Rights (GP (Withdraw (Any time with written notice), All rights…
C32
LP Rights
GP
All rights and powers of a general partnership
Almost exclusive control and management
Withdraw
Any time with written notice
Voting Rights
Based on agreement
All or specified group
Choice of Associates
New GP or LP require consent of all
LP
LP with control will lose LL
Withdraw
Based on LP certificate
Assigning interest
May assign
Assignee may become substituted LP if all consent
Profit and Lost Sharing
Allocated based on agreement
Default is basis of contributions made
Entitled to distributions
Loans
GP and LP may be creditors
Information
Right to inspect and copy p. records
Derivative Actions
LP may sue on behalf of p.
Occurs when GP refuse to sue
LLC
Rights
Based on LLC's OA and state law
Distributions
Profit and Loss sharing
Withdrawl
Give notice specified by law or OA
May demand payment of her interest
Information
Must keep basic organizational and financial records
Assignment
LLC may assign to other members
However remaining members must consent
Formation
By state's LLC law
Require name to include LLC
Contributions
same as LP
Operating Agreement
Can be used as exceptions to default
Noncorporate with LL
All members can control
LP
Formation
Only by state limited partnership statue
Filing of Certificate
2+ persons must file
Name
If surname = lose Limited Liability
Contributions
Cash, property, services
Or promise of cash, property, or services
Defective Formation
If no certificate is filed
If do not substantially meet statue
Foreign Limited Partnerships
Other states
2+ persons
1+ GPs
1+ LPs
LP Duties and Liab.
GP
Duty of care
Duty of loyalty (fiduciary)
Is an agent of partnership
Unlimited Liability
LP
Has no duties
Limited liability
Unless control or name is used
Not agent of partnership