ASSIGNMENT NO.

Due Friday, 1 October 2021, 5:00 PM

Late submissions: Only allowed for participants who have been granted an extension

Pls supply what is being ask.

1. Discuss the concept of limited partnership

General Partner

- Personally liable for partnership obligations.

- Have equal right in management of partnership

- Interests cannot be assigned to make new partner

- His name may appear in the firm name

- Prohibited from engaging in a business like partnership.

- His retirement , insolvency and death dissolves the partnership.

Limited Partner

- Liability only to his own contribution

- No share management partnership

- May contribute money and property

- Not proper partner proceedings

- Interest is assigned with assigned acquiring all right the limited partnership.

- Name not include in firm name

- No prohibition

- His retirement insolvency of death does dissolve the partnership.

2. What are the characteristics of a partnership

* must be formed in according with requirements of the law.

* there must be one or more service partners who control the management of the business.

* there must be one or more limited partners contributing to the capital of sharing in the profits but
have nothing to with the management.
* obligations of the partnership must be paid of common fund and in the separate properties of the
general partners.

3. What are the essential requisites in the formation of a limited partnership?

1. Sign and swear to a certificate which shall state;

a. the name of the partnership adding thereto the word “limited”

b. the character of the business

c. the location of the principal place of business

d. the name and place of residence of each member ,general and limited partners being respectively
designated.

e. the term for which the partnership

f. the amount of cash and a description of and the agreed value of the other property contributed by
each limited partner.

g. the additional contributions if any , to be made by each limited partner and the times at which or
event on the happening of which they shall be made.

h. the time, if agreed upon, when the contribution of each limited partner is to be returned.

i. the share of the profits or the other compensation by way of income which each limited partner shall
received by person of the contribution.

j. the right, if given, of a limited partner to substitute an assignee as contributor in its place , and the
terms and conditions of the substitution.

k. the right ,if given, of the partners to admit additional limited partners.

l. the right, if given, of one or more of the limited partners to priority over other limited partners, as to
contributions or as to compensation by way of income, and the nature of such priority.

m. the right, if given of the remaining general partner or partner to continue the business on the death,
retirement, civil interdiction, insanity or insolvency of a general partner.

n. the right ,if given, of a limited partner to demand and receive property other than cash in return for
his contribution.

2. File for record the certificate in the office of the Securities and Exchange Commission.

4. What are the rights of limited partners?

- have on demand true and full information off all things affecting the partnership, and a formal account
of partnership affairs whenever circumstances render it just and reasonable.

- have dissolution and winding up by decree of courts.

5. What are prohibited business transaction of a limited partner with the partnership?

- receive or hold as collateral security any partnership property.

- receive from a general partner or the partnership any payment, conveyance or release from liability, if
at the time the assets of the partnership are not sufficient to discharge partnership liabilities to person
not claiming as general or limited partners.

6. Enumerate the requisites for the return of contribution of a limited partner.

* on the dissolution of a partnership

* when the date specified in the certificate for its return has arrived.

*. After he has given six months notice in writing to all other members, if no time is specified in the
certificate , either for the return of the contribution of dissolution of the partnership.

7. When may a limited partner have the partnership dissolved and liquidated?

- when the limited partner may receive from the partnership the share of the profits or the
compensation by way of income stipulated for in the certificate provide that after such payment in
made, whether from the property of the partnership or that of a general partners, the partnership
assets are in excess of all liabilities of the partnership exceed liabilities to a limited partners on account
of their contribution and to general partners.

8. What are liability of a limited partner as a trustee to the partnership?

* do any act in contravention of certificate

* do any act which would impossible to carry on the ordinary business of the partnership.

* confess a judgement against partnership

* possess partnership property or their rights in specific partnership property, for other than a partner
purpose.

* admit a person as a general partner

* admit a person as a limited partner unless the right to do is given in the certificate
* continue the business with partnership property on the death, retirement and insanity, civil
interdiction or insolvency of a general partner , unless the right to do is given in the certificate.

9. Who is substituted limited partner?

- The substitute limited partner is a person admitted to all the rights of a limited who has died or has
assigned his interest in a partnership.

10. Distinguish general partner/ partnership vs limited partner /partnership

-A limited partnership is formed if there has been substantial compliance in good faith with the
foregoing requirements. Limited partner is can only contribute money and property and cannot
contribute services to the partnership to protect person dealing with the firms with frauds. A general
partner shall all the rights and power and be subject to the restrictions liabilities of a partner of a
partnership without limited partners , however without the written ratification of the specific act by the
limited partners comma as a general partner or the general partners have no authority period the
general partner should have all the rights and power and the subject to all the restrictions and liabilities
of a partner in a partnership without limited partners.