Dissolution and Termination of a Partnership
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What is the definition of dissolution?
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at will - dissolution automatic upon notice of express will of any 1 general partner to dissociate. not at will -occurs upon happening of event specified in agreement or majority vote of partners to dissolve within 90 days of dissolution of a single P
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What is termination?
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the actual end of the partnership
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What is winding up?
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the time in between the dissolution and termination
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What is the partnership's liability on old business?
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partnership and general partners are liable for all transactions entered into to wind up old business by satisfying creditors who existed when winding up began
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what is the partnership's liability on new business?
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partnership and general partners liable on brand new transactions until actial notice of dissolution is given to creditors or 90 days after filing a statement of dissolution with the state
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What is the priority of distribution?
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creditors first - includes outside non-partner trade creditors and inside partners who loaned money to partnership. capital contributions second. remainder - profits shared equally absent agreement. losses shared like profits
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what is the definition of limited partnerships?
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partnership with at least 1 general partner and 1 limited partner
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how is a limited partnership formed?
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must file a limited partnership certificate that includes the names of all general partners
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what liability and control do general partners have in a limited partnership?
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liable for all obligations and have control
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what liability and control do limited partners have in a limited partnership?
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limited liability. under the newly revised limited liability partnership act, which is the law in IL, limited partners may manage the business without giving up limited liability status.
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How is a RRLP formed?
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by registering with the state by filing a statement of qualification and annual report
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What are the liabilities in a RLLP?
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no partner is liable for the obligation of partnership
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Can a general partner is a limited partnership dissolve a limited partnership?
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yes. a limited partnership will be dissolved, if there is one general parter, by the withdrawal of a general partner, unless within 90 days after withdrawal, the partners agree in writing to continue the partnership and appoint any necessary general partners
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How does a general partner withdraw from a limited partnership?
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at any time with a written notice to the other partners, but cannot be in violation of the partnership agreement
