BUSINESS LAW Twomey Jennings 1 st Ed Twomey
BUSINESS LAW Twomey • Jennings 1 st. Ed. Twomey & Jennings BUSINESS LAW Chapter 41 Ltds. , LLCs and LLPs © 2004 West Legal Studies in Business A Division of Thomson Learning
BUSINESS LAW Twomey • Jennings 1 st. Ed. Limited Partnerships • A limited partnership consists of one or more limited partners, and one or more general partners. • Limited partners contribute assets or services with no liability for loss beyond their investment, but do not manage the business • General partners manage the business and have unlimited personal liability. © 2004 West Legal Studies in Business A Division of Thomson Learning 2
BUSINESS LAW Twomey • Jennings 1 st. Ed. Limited Partnerships • A certificate must be properly executed and filed when a limited partnership is formed. American National Ins. Co. v Gilroy, Sims & Associates, Ltd. (1995) The problem of limited partners in general. © 2004 West Legal Studies in Business A Division of Thomson Learning 3
BUSINESS LAW Twomey • Jennings 1 st. Ed. Limited Liability Companies • A limited liability company is a hybrid form of business organization that combines the tax advantages of a partnership with the limited liability feature of the corporation. Water, Waste & Land, Inc. dba Westec v Lanham (1998) Was there proper disclosure? Harvey v Covington (2001) Did the LLC exist? © 2004 West Legal Studies in Business A Division of Thomson Learning 4
BUSINESS LAW Twomey • Jennings 1 st. Ed. Limited Liability Companies • Distributions: profits and losses are shared according to the LLC operating agreement. • Property: LLC owns property in its own name. – Interest in an LLC is personal and assignable. Hagan v Adams Property Associates, Inc. (1997) Sale or No Sale? © 2004 West Legal Studies in Business A Division of Thomson Learning 5
BUSINESS LAW Twomey • Jennings 1 st. Ed. Limited Liability Companies • Disregarding the LLC entity. – Similar to ‘piercing the veil’ of corporations. – Members may be personally liable even beyond their capital investment. Kaycee Land Livestock v Flahive (2002) Piercing the LLC veil? © 2004 West Legal Studies in Business A Division of Thomson Learning 6
BUSINESS LAW Twomey • Jennings 1 st. Ed. Limited Liability Partnership • A limited liability partnership is a new form of business organization that allows existing partnerships to convert to this new form without major renegotiation of the underlying partnership agreement. • Innocent partners in a limited liability partnership are not personally liable for the torts of other partners beyond their investment in the firm. © 2004 West Legal Studies in Business A Division of Thomson Learning 7
BUSINESS LAW Twomey • Jennings 1 st. Ed. Comparison of Business Forms © 2004 West Legal Studies in Business A Division of Thomson Learning 8
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