Chapter 7-2_
Business Law Chapter 7 - Part 2 (Companies Law)
Page 2: Limited Partnership – Types of Partners
A Limited Partnership (LP) consists of two types of partners:
General Partners:
Manage the partnership and are involved in its operations.
Jointly and severally liable for all partnership debts with personal assets at risk.
Limited Partners:
Contribute capital but cannot manage or operate the partnership.
Liability limited to their capital contribution.
Page 3: Partnership’s Address
LP titles only include names of general partners.
If one general partner exists, the phrase "and partners" is added.
Names of limited partners must not appear in the title:
If a limited partner's name is included with consent, they may be liable as a general partner for debts.
Page 4: Partnership’s Management
Limited partners do not participate in management or bind the partnership:
They have rights to access books and inquire about management decisions.
Participation in management results in liability equivalent to that of a general partner.
Page 5: Relinquishment by a Limited Partner of his Share
Limited partners can relinquish shares without general partner approval.
The new partner will become a limited partner unless agreed otherwise by general partners.
Page 6: Admittance of a Limited Partner to the Company
New general partners can be admitted with unanimous consent or majority agreement of the existing general partners.
Limited partners do not need to approve this admission.
Page 7: Amendments to the Company’s Objectives
Disagreements in management are resolved by general partners:
Requires unanimity or majority concurrence when owning over 50% of capital.
Amendments to the Partnership Agreement need all general partners' consent.
Page 8: Instances where the Company shall not Dissolve
A Limited Partnership remains intact despite:
Insolvency or death of a limited partner.
Permanent disability or incompetence of a limited partner.
Page 9: Application of General Partnership Provisions to a Limited Partnership
Limited Partnerships are governed by General Partnership provisions in situations not specifically addressed within the chapter.
Page 10: Implied Trust Founding of an Implied Trust
An Implied Trust is formed through a commercial understanding among partners.
It operates under the apparent partner dealing with third parties.
No corporate identity or registration requirements apply.
Page 11: Implied Trust Company – A Partner Acquiring the Capacity of a Merchant
A silent partner in an Implied Trust is not deemed a merchant unless they conduct personal commercial transactions.
Page 12: Implied Trust Agreement – Partners’ Rights and Obligations
The Agreement outlines:
Rights and obligations of partners.
Distribution method of profits and losses among partners.
Page 13: Partners’ Responsibility
Third parties can only pursue action against the partner they dealt with in the Implied Trust.
A partner’s acknowledgment of the company can establish its existence, making them jointly responsible to third parties.