LAW 610 Chapter Notes - Chapter 43: Limited Liability Partnership, Limited Partnership, Limited Liability
Explain history of making limited liability available to general partnerships. Explain extent of a founding general partner"s liability for debts of firm, and how unlimited liability can be avoided by using a corporate general partner. Explain nature and extent of a limited partner"s liability for debts of firm. Understand that unless modified in an operating agreement, managers of llcs owe member-investors the traditional duties of loyalty and care. Explain how a limited liability partnership shields innocent partners from liability to third parties. People are concerned about exposing personal wealth to liability beyond what they invest into business. Like llcs, llp provide businesses the benefit of a single taxation as a partnership and also limited liability. A limited partnership is a special kind of partnership. Uniform limited partnership act (ulpa) approved in 1916: members of a limited partnership formed by at least one general partner and one limited partner. Revised in 1976 (rulpa) and amended in 1985.