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24 Cards in this Set
- Front
- Back
Silent partner
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An older term for limited partner
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Limited partnership
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Business entity created in accord with state statues that provides limited liability to some of its members, called limited partners
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ULPA
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Uniform Limited Partnership Act
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RULPA
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Revised Uniform Limited Partnership Act; the model for limited partnership legislation in most states
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2001 Act
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Revised version of RULPA, fully adopted in six states and providing significant protection from liability for all partners
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Limited partner
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A member of a limited (or general) partnership who does not participate in managing the business and whose liability is limited to the amount invested in the business
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General partner
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Member in a limited (or general) partnership who manages and controls the business and has unlimited personal liability
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Safe harbor
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Activities that do not violate a statue
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Due diligence
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Investigation and research conducted before entering into agreements or transactions
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Limited partnership certificate
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The document filed with the state that creates a limited partnership
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Agent for services of process
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One who agrees to accept litigation notices for another
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Foreign limited partnership
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A limited partnership doing business in a state other than the one in which it was formed
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Domestic limited partnership
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A limited partnership created in the state in which it conducts business
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Doing business
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Activities enumerated by a state that require entity to qualify before entering the state to transact business
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Limited partnership agreement
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Agreement among partners in a limited partnership, usually written but may be oral
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Events of withdrawal
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Events relating to a general partner, that cause dissolution of a limited partnership
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Partnership interest
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A partner's share of partnership profits
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Nonjudicial dissolution
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Dissolution of an entity without involvement by a court
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Judicial dissolution
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Dissolution of an entity ordered by a court
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Direct action
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Action brought by one to redress a wrong done to him or her
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Derivative suit
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Action brought by one to enforce an obligation owed to another, usually to a business
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Tax shelter
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A vehicle whose focus is on tax saving rather than on profit making
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Family limited partnership
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An investment vehicle entered into by family members to achieve estate and tax planning benefits (sometimes called a family limited liability company)
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limited liability limited partnership
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A form of limited partnership affording protection from personal liability to its general partners
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