BLAW 308 Lecture Notes - Lecture 8: Limited Liability Partnership, Charging Order, Limited Liability
Document Summary
Rullca says member"s share equally, but all the members have to agree to distribute or else you"re not entitled to it until dissolution. Limited ability to transfer interest, you don"t get ownership you just get the right to profits and distributions. Nonwrongful = great value of growing concern value or asset value. When a member dissociates his rights go away. Operating agreement does not stop you from having two titles. 2 classes of owners: general and limited. Limited has no managing rights and is only liable for capital contribution. File a certificate of limited partnership with secretary of state. No general partners , everyone is a limited partner unless you commit a tort. If you don"t file or put the llp in your title then youre a general partnership with unlimited liability. Obligated to make contributions or capital call ( when majority of partners feel as if they need more capital, each of the partners must contribute)
