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Amended and Restated Agr. of Limited Partnership of Shopco Regional Malls, LP btwn Shearson Regional Malls, Inc. and Shearson Regional Malls Depositary Corp. dated October 6, 1998. 67 pages
A limited partnership is a business structure where there are both general partners and limited partners. The general partners manage the company and are personally liable for its debts. The limited partners invest in the partnership but have limited liability and do not participate in management.
A limited partnership offers a flexible and efficient way to raise capital for a business. It allows investors to become limited partners and benefit from limited liability, while general partners have control over the day-to-day operations.
To form a limited partnership, you need to create a partnership agreement that outlines the roles and responsibilities of general and limited partners, along with the distribution of profits and losses. This agreement should be in writing and signed by all partners.
A limited partnership agreement should include details such as the names and addresses of the partners, the purpose of the partnership, the duration of the partnership, the capital contributions of each partner, the allocation of profits and losses, voting rights, and procedures for admitting or removing partners.
No, limited partners in a limited partnership are not typically involved in the day-to-day management of the business. Their role is passive, and they are mostly responsible for their capital contribution.
As a limited partner, you have limited liability for the partnership's debts and obligations. Your personal assets are protected from the business's creditors. Additionally, you can enjoy the benefits of investment returns without being actively involved in management decisions.
General partners have the authority and responsibility to manage the partnership. They make operational decisions, bear the liability for the business, and are involved in the day-to-day operations.
Yes, a limited partnership can operate in multiple states. However, it needs to meet the legal requirements and register as a foreign entity in each state where it conducts business.
Limited partnerships are commonly used by businesses that require substantial capital investments, such as real estate or venture capital. Small-scale or local businesses may find other structures, like sole proprietorship or a limited liability company (LLC), more appropriate.
In a limited partnership, the profits and losses flow through to the partners' personal tax returns. General partners pay self-employment taxes on their share of profits, while limited partners generally only pay taxes on the distributions they receive.
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