scholarly journals The Control Test of Investor Laibility in Limited Partnerships

1969 ◽  
pp. 303 ◽  
Author(s):  
Robert D. Flannigan
Keyword(s):  
Limited Liability ◽  
Control Test ◽  
Limited Partnership ◽  
Limited Partnerships

Limited liability for investors is a major attraction of the limited partnership. The retention of this limited liability depends on the extent of the rights and powers exercised by the limited partners. Limited liability is lost if the limited partners exercise control over the enterprise in which they have invested. Unfortunately, the determination of what activities amount to "control" has proved to be a very difficult matter. Guidelines have not been established and much uncertainty exists.

PARTNERS’ OF A LIMITED PARTNERSHIP LEGAL POSITION

2018 ◽  
Vol 31 (31) ◽  
pp. 63-80
Author(s):  
Klaudia Grzebiela
Keyword(s):  
Limited Liability ◽  
Common Type ◽  
Legal Person ◽  
Limited Liability Company ◽  
Legal Form ◽  
Limited Partnership ◽  
Legal Nature ◽  
Legal Position ◽  
Limited Partnerships

The main purpose of this article is to present the role and position of partners in a limited partnership. The growing interest in choosing this organizational and legal form is due to its specificity. A limited partnership allows shaping the rights and obligations of the company’s partners, who are divided into two groups: general partners and limited partners. The reason for different legal nature of these entities who are relative to each other should be noticed. Furthermore their liability for the company’s liabilities is shaped differently, as well as the issue of running company’s affairs and its representation. Currently a common type of limited partnership called Limited Liability Limited Partnerships (LLLP), wherein Limited Liability Company as a legal person becomes the general partner. This legal solution is beneficial for its partners. In doctrine is considered as an atypical legal company.

9. Limited Partnerships

2015 ◽  
Author(s):  
Geoffrey Morse
Keyword(s):  
Limited Liability ◽  
Regulatory Reform ◽  
Business Enterprise ◽  
Limited Partnership ◽  
The Law ◽  
Limited Partnerships

This chapter considers the origins and development of a limited partnership, created under the Limited Partnerships Act 1907 (LPA). The intention behind the 1907 Act was to allow the partnership form to be used by those who simply wanted to invest in a business under the protection of limited liability (up to the amount invested) for the debts of the firm. The partners (known as general partners) who ran the business would have no such protection. The chapter first examines the rights and duties of limited partners under the LPA and how these vary from general partnership law. It also looks into proposed changes made by the then Department for Business, Enterprise and Regulatory Reform regarding the law on limited partnerships.

scholarly journals Problems Related to the Registration in Western Canada of Foreign Limited Partnerships and the Ownership by Such Partnerships of Interests in Oil and Gas Leases Issued Pursuant to Section 55 of the Canada Oil and Gas Land Regulations

1972 ◽  
Vol 10 (3) ◽  
pp. 477
Author(s):  
John H. W. Rathwell
Keyword(s):  
United States ◽  
Oil And Gas ◽  
Limited Liability ◽  
The United States ◽  
Common Method ◽  
Western Canada ◽  
Limited Partnership ◽  
Exploration And Production ◽  
Limited Partnerships

This article analyzes the practical problems of the drilling fund—which is becoming an increasingly common method of obtaining financing for the exploration and production of oil and gas. The article discusses whether or not it is necessary to register limited partnership drilling fund formed in the United States under the legislation of Canadian oil and gas jurisdictions, the ability of such limited partnership to carry on business in these jurisdic tions without jeopardizing the limited liability of its limited partners, the number of members that the drilling fund partnerships may have and the name that it may use under the said legislation. The article also considers whether or not drilling fund qualifies under Section 55 of the Canada Oil and Gas Land Regulations.

scholarly journals Kepastian Hukum Pendaftaran Persekutuan Komanditer Pada Sistem Administrasi Badan Usaha

Acta Comitas ◽  
2020 ◽  
Vol 5 (3) ◽  
pp. 536
Author(s):  
Dentria Cahya Sudarsa ◽  
I Wayan Parsa
Keyword(s):  
Business Administration ◽  
Legal Certainty ◽  
Legal Research ◽  
Administration System ◽  
Limited Partnership ◽  
Trade Law ◽  
General Law ◽  
Civil Union ◽  
Limited Partnerships ◽  
Article 5

The writing of this article is based on the issuance of new regulations regarding the establishment and registration of limited partnership / CV in the business administration system (SABU) in accordance with the provisions of Article 5 paragraph (1) Regulation of the Minister of Law and Human Rights Number 17 of 2018 concerning Registration of Limited Partnerships, Firms, and the Civil Union which previously was only regulated in the Trade Law Book. Type of research used in this article is normative legal research. The purpose of this article is to determine the mechanism and legal certainty in the registration of the Limited Partnership after the enactment of business administration system. The results of the research and writing of this article are that there is an overlap in the registration mechanism for the Limited Partnership based on these two rules, it can be concluded that due to the provisions in KUHD and Minister Regulation No. 17 of 2018 both are still valid, the principle of legal preference can be used, namely lex specialis derogat legi lex generalis, means that a more specific law can override a more general law. The advice that can be given is to conduct a study of the enactment of the Minister Regulation whether to follow or not the provisions in the Trade Law Books due to avoid conflicting norms in the registration of a limited partnership.

Master Limited Partnership Research in Accounting, Economics, and Finance

2021 ◽  
Author(s):  
Aaron Mandell
Keyword(s):  
Capital Structure ◽  
Payout Policy ◽  
Organizational Form ◽  
Future Research ◽  
Limited Partnership ◽  
Partnership Research ◽  
Limited Partnerships

I review the research on master limited partnerships (“MLPs”) in the accounting, economics, and finance literature. I begin by outlining the scope of the review and providing a brief background on the structure, taxation, and governance of master limited partnerships. Next, I describe the various sources from which MLP data is derived. I then review the research, aggregating it into four broad categories: (1) taxes and organizational form; (2) taxes, capital structure, and payout policy; (3) valuation; and (4) governance research. Within each section, I present possible avenues for future research in accounting, economics, and finance.

The Diffusion of Banks

2019 ◽  
pp. 149-175
Author(s):  
Philip T. Hoffman ◽  
Gilles Postel-Vinay ◽  
Jean-Laurent Rosenthal
Keyword(s):  
Limited Liability ◽  
Limited Partnership ◽  
Legal Structure ◽  
Corporate Form ◽  
Sole Proprietorship ◽  
The Creation

This chapter challenges the claim that the spread of banks in France was delayed by the lack of an appropriate legal structure. Even if one acknowledges that Paris did not make the corporate form available soon enough, there were still other feasible forms of organization that could have done the trick. In France, a bank could be open and operate as a sole proprietorship, a partnership, a limited partnership, or even a limited partnership with tradable shares. Furthermore, the demand for the limited liability version of the joint stock firm was in any case low. Therefore, the lack of a joint stock limited liability firm was not a constraint that limited the creation of banks.

15. Business Organizations

2019 ◽  
pp. 421-451
Author(s):  
Lucy Jones
Keyword(s):  
Limited Liability ◽  
Business Organizations ◽  
Limited Partnership ◽  
Legal Personality ◽  
Different Types ◽  
The Common ◽  
The Difference ◽  
Set Up ◽  
Limited Liability Partnership ◽  
The Relationship

This chapter discusses the common types of business organizations and explains the difference between unincorporated and incorporated businesses. The three types of partnership arrangements are considered, namely a general (ordinary) partnership, a limited partnership, and a limited liability partnership. The chapter includes discussion of the rules relating to partnerships under the Partnership Act 1890 and the Limited Liability Partnership Act 2000. It explains how different types of partnerships may be set up and looks at the relationship between partners and the relationship between partnerships and outsiders. It considers the dissolution of the different types of partnerships. The chapter concludes with a discussion of the different types of companies and the separate legal personality of companies.

15. Business Organisations

2017 ◽  
Author(s):  
Lucy Jones
Keyword(s):  
Limited Liability ◽  
Limited Partnership ◽  
Legal Personality ◽  
Different Types ◽  
The Common ◽  
The Difference ◽  
Set Up ◽  
Limited Liability Partnership ◽  
The Relationship

This chapter discusses the common types of business organisations and explains the difference between unincorporated and incorporated businesses. The three types of partnership arrangements are considered, namely a general (ordinary) partnership, a limited partnership, and a limited liability partnership. The chapter includes discussion of the rules relating to partnerships under the Partnership Act 1890 and the Limited Liability Partnership Act 2000. It explains how different types of partnerships may be set up and looks at the relationship between partners and the relationship between partnerships and outsiders. It considers the dissolution of the different types of partnerships. The chapter concludes with a discussion of the different types of companies and the separate legal personality of companies.

PARTNER’S CONTRIBUTION TO LIMITED PARTNERSHIP AND IN THE CONTEXT OF PARTNER’S LIABILITY

2020 ◽  
Vol 2 (XX) ◽  
pp. 277-292
Author(s):  
Jacek Zrałek
Keyword(s):  
Limited Liability ◽  
Limited Partnership ◽  
Commercial Code ◽  
Partnership Agreement

Limited partnership is a type of partnerships recognized by Polish Commercial Code. There are two types of partners in this type of partnership: first group enjoys limited liability, while the liability of the second group is unlimited. Still partners in first group are personally liable, but their responsibility is limited by the amount indicated in partnership agreement and by the contribution provided to the partnership. The regulation creates a lot of controversies and it remains unclear how precisely such limitation of responsibility should be calculated.

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