The Law of Corporations and Other Business Organizations

Chapter 4 - Limited Partnerships

Introduction

The goal of this chapter is for students to become
familiar with the following terms and
topics concerning limited partnerships:

• Limited partnership, limited partner, and
general partner
• The differences between general partnerships
and limited partnerships
• General and limited partner rights and responsibilities
• Advantages and disadvantages of doing
business as a limited partnership compared
to other forms of business organization
• Limited partnership organization and management
and the importance of the limited
partnership certificate and limited partnership
agreement
• Formalities for forming, operating, and dissolving
a limited partnership
• The role of the paralegal who works with
limited partnerships
• Resources for further research regarding
limited partnerships

SUGGESTED APPROACH
The discussion in this chapter is based on the
Revised Uniform Limited Partnership Act, with
occasional comparisons to the newer Uniform
Limited Partnership Act adopted in 2001. As of
late 2011, most states had adopted the 1976 Revised
Uniform Limited Partnership Act with
1985 amendments
(RULPA). A few states have adopted the Uniform
Limited Partnership Act of 2001.
Students should be encouraged to locate
the limited partnership act of their home
state. They can check to see what statutory
requirements exist for filing the limited partnership
certificate with the secretary of state
or other appropriate state agency in their home
state.

It is important that students understand
the restrictions placed on limited partners with
regard to taking part in the control of the limited
partnership under the RULPA. Several different
hypothetical situations concerning the involvement
of a limited partner in the partnership
business could be discussed to see if the students
can determine whether the limited partner may
be in danger of losing his or her limited liability
status in states that follow the RULPA. Note
that this restriction does not necessarily apply to
limited partnerships in states that follow the
newer Uniform Limited Partnership Act of
2001.

After reading this chapter in the book, use the Study Support Tools on left side of this page to reinforce the textbook. It is recommended that you use the tools in order from top to bottom.