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Limited Partnerships
partnerhsip with at least one limited partner (and obviously one general)
Formation:
-- file with state -- LP Certificate with names of all GPs
Liability:
-- GPs liable for all obligations bc they exert control
-- LPs no control -- no liability
Registered Limited Liability Partnerships (professional services)
-- cert of registartion with state
-- enegaged in professional services
NO partner is liable
***Limited Liablity Company (limited liability, limited tax, limited life, limited liquidity)
Generally:
-- hybrid btw corp and partnership
---- ownership and limited liability of SHs
---- Tax benefits of partners
file articles of organiztion and publish summary of articles in 2 newspapers for 6 weeks in a row
Control:
-- owners or mgmt team
Transfer:
-- can't transfer withou consent of majority (or as per operating agreement)
Limted Life:
-- upon majority vote or as provided in oper agmt
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