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LGLA2311-Chapter 4

Business Organizations for Paralegals

Silent partner an older term for limited partner.
Limited partnership business entity created in accord with state statutes that provides limited liability to some of its members, called limited partners.
ULPA Uniform Limited Partnership Act.
RULPA Revised Uniform Limited Partnership Act; the model for limited partnership legislation in most states.
2001 Act revised version of RULPA, fully adopted in 14 states and providing significant protection from liability for all partners.
Limited partner a member of a limited partnership who does not participate in managing the business and whose liability is limited to the amount invested in the business.
General partner member in a limited (or general) partnership who manages and controls the business and has unlimited personal liability.
Safe harbor activities that do not violate a statute.
Due diligence investigation and research conducted before entering into agreements or transactions.
Limited partnership certificate the document filed with the state that creates a limited partnership.
Agent for service of process one who agrees to accept litigation notices for another.
Foreign limited partnership a limited partnership doing business in a state other than the one in which it was formed.
Domestic limited partnership a limited partnership created in the state in which it conducts its business.
Doing business activities enumerated by a state that require an entity to qualify before entering the state to transact business.
Limited partnership agreement agreement among partners in a limited partnership, usually written but may be oral.
Events of withdrawal events relating to a general partner that cause dissolution of a limited partnership.
Partnership interest a partner's share of partnership profits.
Nonjudicial dissolution dissolution of an entity without involvement by a court.
Judicial dissolution dissolution of an entity ordered by a court.
Direct action action brought by one to redress a wrong done to him or her.
Derivative suit action brought by one to enforce an obligation owed to another, usually to a business.
Tax shelter a vehicle that focuses on tax savings rather than on profit-making.
Family limited partnership an investment vehicle entered into by family members to achieve estate and tax planning benefits (sometimes called a family limited liability company).
Limited liability limited partnership a form of limited partnership affording protection from personal liability to its general partners.
Created by: dawnbryant