Thursday, January 01, 2009

MEMO

1. Mangement 
 
    The general partners of GP LP LLP have equal rights to manage the partnership business.
    The general partners of LLC manage the business based on capital.

2. Profit and Loss Allocation
 
     LLC and LP - Based on Capital 
     LLP and GP - Equal  

Monday, December 15, 2008

Limited Partnership

B. Filing with the state is required 

1. Filing with the State is required 
Like an LLP and a corporation, a limited partnership can be formed only pursuant to a state statute and only by filing a certificate with the state.

2. Contents of the filing document 
Most states required the certificate of Limited partnership to include the following :
a. A statement that the entity is a Limited Partnership. The name must contain the words " limited partnership" or the abbrevuation "Ltd."
b. The name of the agent for service of process and the address of the office.
c. The name and business sddress of each general partner.
d. The latest date upon which the limited partnership is to dussolve.  

C. Operation of a limited partnership

1. Limited partner dose not manage
Limited partners have no right to take part in the day-to-day management of their limited partnership.

2. Limited partner is not an agnet
A limited partner is not an agnet of the partnership. Thus, a limited partner has no authority to enter into contracts on behalf of the partnership.

D. Termination of a limited partnership 
A limited partnership may be dissolved by :
a. The occurrence of the time or event stated in the partnership agreement.
b. Written consent of all general partners.
c. Withdrawal or death of a general partner.
d. Judicial decree.