1. Copyright © 2008 by West Legal Studies in Business A Division of Thomson Learning Chapter 43 LPs, LLCs, and LLPs Twomey Jennings Anderson’s Business Law and the Legal Environment, Comprehensive 20e Anderson’s Business Law and the Legal Environment, Standard 20e Business Law: Principles for Today’s Commercial Environment 2e

2. Copyright © 2008 by West Legal Studies in Business A Division of Thomson Learning 2 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.

3. Copyright © 2008 by West Legal Studies in Business A Division of Thomson Learning 3 Limited Partnerships General partners manage the business and have unlimited personal liability. A certificate must be properly executed and filed when a limited partnership is formed.

4. Copyright © 2008 by West Legal Studies in Business A Division of Thomson Learning 4 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.

5. Copyright © 2008 by West Legal Studies in Business A Division of Thomson Learning 5 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.

6. Copyright © 2008 by West Legal Studies in Business A Division of Thomson Learning 6 Limited Liability Companies Disregarding the LLC entity. –Similar to ‘piercing the veil’ of corporations. –Members may be personally liable even beyond their capital investment. LLCs and other entities. –LLCs vs. Sub-S corporations. –LLCs vs. Limited Partnerships.

7. Copyright © 2008 by West Legal Studies in Business A Division of Thomson Learning 7 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.

8. Copyright © 2008 by West Legal Studies in Business A Division of Thomson Learning 8 Limited Liability Partnership Innocent partners in a limited liability partnership are not personally liable for the torts of other partners beyond their investment in the firm.

9. Copyright © 2008 by West Legal Studies in Business A Division of Thomson Learning 9 Comparison of Business Forms