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24 Cards in this Set

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