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Bromberg and Ribstein on LLPs, the Revised Uniform Partnership Act, and the Uniform Limited Partnership Act, Second Edition

Bromberg and Ribstein on LLPs, the Revised Uniform Partnership Act, and the Uniform Limited Partnership Act, Second Edition

By Christine Hurt, D. Gordon Smith , Alan R. Bromberg, Larry E. Ribstein
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Overview

Now, in looseleaf format and updated twice a year, the Second Edition of Bromberg and Ribstein on Limited Liability Partnerships, the Revised Uniform Partnership Act, and the Uniform Limited Partnership Act gives you today's most complete, insightful analysis of how recent statutory and judicial developments are transforming modern partnership law. The new edition of this fast-action guide to RUPA and the Uniform Limited Partnership Act (2001) also provides coverage of the LLP statutes currently in force in all states and the District of Columbia. Expert authors Bromberg and Ribstein help you master the statutory foundation of partnership law.

Coverage includes:

  • Limited Liability Partnerships.The interpretation and application of limited liability provisions continue to be important in light of ongoing bankruptcies and litigation which carry the potential for significant liability of law firms and other professional firms, many of which are organized as limited liability partnerships (LLPs).
  • Revised Uniform Partnership Act.The Revised Uniform Partnership Act (R.U.P.A.), adopted by 39 state jurisdictions, the District of Columbia, and the U.S. Virgin Islands, has become the statutory law of partnership and the basis for case law in the field.
  • Uniform Limited Partnership Act (2001).The revised version of the Uniform Limited Partnership Act (U.L.P.A.) has already been adopted by 21 states and the District of Columbia, and is expected to be adopted by many other states as the successor to the 1985 version of the Revised Uniform Limited Partnership Act (R.U.L.P.A.).

This indispensable edition delivers complete analysis of current partnership law. Master the statutory foundation of partnership law with quick reference charts on LLP formation requirements for all 50 states, authoritative, section-by-section analysis of the latest versions of RUPA and ULPA, tables comparing key provisions, an 11-point checklist for reviewing LLP partnership agreements, and more.

In nine concise chapters, the esteemed authors explain how to:

  • structure LLPs for maximum liability protection
  • resolve choice of law problems and other litigation issues
  • manage the impact of non-partnership laws, including tax treatment of LLPs

This convenient guide puts at your fingertips:

  • comparison of business forms, including a time saving decision tree
  • quick reference charts of LLP formation requirements for all 50 states
  • authoritative, section-by-section analysis of the latest versions of RUPA and ULPA
  • full text of RUPA and ULPA, plus selected state LLC statutes
  • tables comparing key provisions of state LLP statutes, including liability shields and foreign LLP provisions
  • a handy 11-point checklist for reviewing LLP partnership agreements
  • a separate chapter on LLLPs - limited liability limited partnerships
  • application of nonpartnership law to limited liability partnerships, including tax, securities, bankruptcy, and more

Put this indispensable edition to work in your practice today!

Resources Highlight
Publish Date 12/10/2018
Publish Frequency Published twice annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781543804911
SKU 10066056-7777
Table of Contents

Preface

BACKGROUND AND INTRODUCTION

  • 1.01 History of the LLP Form
  • 1.02 Introduction to the LLP Form
  • 1.03 Theoretical Issues Regarding LLPs
  • 1.04 Choice of Form: General Comparisons with Other Business Forms
  • 1.05 Decision to Change Business Form
  • 1.06 Variation Among Statutes
  • 1.07 Summary of Choice-of-Form Considerations
  • Table 1-1 Comparison of Business Forms

 

FORMATION OF THE LLP

  • 2.01 Introduction
  • 2.02 Formation of the Underlying Partnership
  • 2.03 The LLP Registration
  • 2.04 Partner Approval of Registration
  • 2.05 Name Requirements
  • 2.06 Insurance and Financial Responsibility Requirements
  • 2.07 Effect of Noncompliance with Statutory Requirements
  • 2.08 Choice of Registration State
  • 2.09 Impact of LLP Status on the Partnership Agreement; Checklist and Discussion
  • Table 2-1 Definition of LLP
  • Table 2-2 Registration Contents
  • Table 2-3 Effect of Changes
  • Table 2-4 Signature
  • Table 2-5 Registration Fees
  • Table 2-6 Effectiveness of Registration
  • Table 2-7 Periodic Renewal or Report
  • Table 2-8 Partner Approval of Registration
  • Table 2-9 Name
  • Table 2-10 Full Statutory Citations

 

PARTNER LIABILITY FOR PARTNERSHIP DEBTS

  • 3.01 Policy Issues Concerning Limiting the Liability of Partners
  • 3.02 Limited “Tort” Liability in LLPs
  • 3.03 Limited Liability for All Types of Claims
  • 3.04 Partners' Direct Liability
  • 3.05 Contracting for Liability
  • 3.06 Nonrecourse Debts
  • 3.07 Veil-Piercing Rules
  • 3.08 Enforcement of Partner Liability by Creditors
  • 3.09 Partners' Duties to Contribute Toward Losses
  • 3.10 Liability of Purported Partners
  • 3.11 When Registration Must Be in Effect
  • 3.12 Effect of Fundamental Changes on LLP Status
  • 3.13 Comparisons with Member Liability in Other Business Associations
  • Table 3-1 Liability Shield
  • Table 3-2 Amendments to Reflect Liability Shield
  • Table 3-3 Full Statutory Citations

EFFECT OF LLP STATUS ON OTHER PARTNERSHIP RULES

  • 4.01 Introduction
  • 4.02 Management and Control
  • 4.03 Partners' Agency Power
  • 4.04 Financial Rights
  • 4.05 Fiduciary Duties
  • 4.06 Litigation and Remedies
  • 4.07 Dissociation, Dissolution, and Other Fundamental Changes
  • 4.08 Effect of LLP Registration on Continuation of the Partnership

 

LIMITED PARTNERSHIP AS LLP: THE LLLP

  • 5.01 Formation of LLLP
  • 5.02 Liability of LLLP Partners
  • 5.03 Effect on Other Limited Partnership Rules
  • 5.04 LLP Statutes with No LLLP Provisions
  • 5.05 Choice-of-Form Considerations
  • Table 5-1 LLLP Provisions
  • Table 5-2 Full Statutory Citations

 

FOREIGN LLPs: CHOICE OF LAW AND OTHER LITIGATION ISSUES

  • 6.01 General Policy Considerations
  • 6.02 Foreign LLP Provisions
  • 6.03 R.U.P.A. Choice-of-Law Provision
  • 6.04 Long-Arm Jurisdiction
  • 6.05 Diversity Jurisdiction
  • Table 6-1 Definition of Foreign LLP
  • Table 6-2 Foreign LLPs and Operation in Other States
  • Table 6-3 Full Statutory Citations

APPLICATION OF NON-PARTNERSHIP LAW

  • 7.01 LLP Interests as Securities Under State and Federal Securities Laws
  • 7.02 Bankruptcy Law
  • 7.03 Partners as “Employees” Under Employment Discrimination and Related Laws
  • 7.04 LLPs and Professional Practice
  • 7.05 Tax Treatment of LLPs

 

THE REVISED UNIFORM PARTNERSHIP ACT

  • 8.101 Short Title
  • 8.102 Definitions
  • 8.103 Knowledge and Notice
  • 8.104 Governing Law
  • 8.105 Partnership Agreement; Scope, Function, and Limitations
  • 8.106 Partnership Agreement; Effect on Partnership and Person Becoming Partner; Preformation Agreement
  • 8.107 Partnership Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Partnership
  • 8.108 Signing of Records to be Delivered for Filing to [Secretary of State]
  • 8.109 Liability for Inaccurate Information in Filed Record
  • 8.110 Application to Existing Relationships
  • 8.111 Delivery of Record
  • 8.112 Signing and Filing Pursuant to Judicial Order
  • 8.113 Filing Requirements
  • 8.114 Effective Date and Time
  • 8.115 Withdrawal of Filed Record Before Effectiveness
  • 8.116 Correcting Filed Record
  • 8.117 Duty of [Secretary of State] to File; Review of Refusal to File; Delivery of Record by [Secretary of State]
  • 8.118 Reservation of Power to Amend or Repeal
  • 8.119 Supplemental Principles of Law
  • 8.201 Partnership as Entity
  • 8.202 Formation of Partnership
  • 8.203 Partnership Property
  • 8.204 When Property Is Partnership Property
  • 8.301 Partner Agent of Partnership
  • 8.302 Transfer of Partnership Property
  • 8.303 Statement of Partnership Authority
  • 8.304 Statement of Denial
  • 8.305 Partnership Liable for Partner's Actionable Conduct
  • 8.306 Partner's Liability
  • 8.307 Actions by and Against Partnership and Partners
  • 8.308 Liability of Purported Partner
  • 8.401 Partner's Rights and Duties
  • 8.402 Becoming Partner
  • 8.403 Form of Contribution
  • 8.404 Liability for Contribution
  • 8.405 Sharing of and Right to Distributions Before Dissolution
  • 8.406 Limitations on Distributions by Limited Liability Partnership
  • 8.407 Liability for Improper Distributions by Limited Liability Partnership
  • 8.408 Rights to Information of Partners and Persons Dissociated as Partner
  • 8.409 Standards of Conduct for Partners
  • 8.410 Actions by Partnership and Partners
  • 8.411 Continuation of Partnership Beyond Definite Term or Particular Undertaking
  • 8.501 Partner Not Co-owner of Partnership Property
  • 8.502 Nature of Transferable Interest
  • 8.503 Transfer of Transferable Interest
  • 8.504 Charging Order
  • 8.505 Power of Legal Representative of Deceased Partner
  • 8.601 Events Causing Dissociation
  • 8.602 Power to Dissociate as Partner; Wrongful Dissociation
  • 8.603 Effect of Dissociation
  • 8.701 Purchase of Interest of Person Dissociated as Partner
  • 8.702 Power to Bind and Liability of Person Dissociated as Partner
  • 8.703 Liability of Person Dissociated as Partner to Other Persons
  • 8.704 Statement of Dissociation
  • 8.705 Continued Use of Partnership Name
  • 8.801 Events Causing Dissolution
  • 8.802 Winding Up
  • 8.803 Rescinding Dissolution
  • 8.804 Power to Bind Partnership After Dissolution
  • 8.805 Liability After Dissolution of Partner and Person Dissociated as Partner
  • 8.806 Disposition of Assets in Winding Up; When Contributions Required
  • 8.807 Known Claims Against Dissolved Limited Liability Partnership
  • 8.808 Other Claims Against Dissolved Limited Liability Partnership
  • 8.809  Court Proceedings
  • 8.810 Liability of Partner and Person Dissociated as Partner When Claim Against Partnership Barred
  • 8.901 Statement of Qualification
  • 8.902 Permitted Names
  • 8.903 Administrative Revocation of Statement of Qualification
  • 8.904 Reinstatement
  • 8.905 Judicial Review of Denial of Reinstatement
  • 8.906 Reservation of Name
  • 8.907 Registration of Name
  • 8.908 Registered Agent
  • 8.909 Change of Registered Agent or Address for Registered Agent by Limited Liability Partnership
  • 8.910 Resignation of Registered Agent
  • 8.911 Change of Name or Address by Registered Agent
  • 8.912  Service of Process, Notice, or Demand
  • 8.913 [Annual] [Biennial] Report for [Secretary of State]
  • 8.1001 Governing Law
  • 8.1002 Registration to do Business in this State
  • 8.1003 Foreign Registration Statement
  • 8.1004 Amendment of Foreign Registration Statement
  • 8.1005 Activities Not Constituting Doing Business
  • 8.1006 Noncomplying Name of Foreign Limited Liability Partnership
  • 8.1007 Withdrawal Deemed on Conversion to Domestic Filing Entity or Domestic Limited Liability Partnership
  • 8.1008 Withdrawal on Dissolution or Conversion to Nonfiling Entity Other than Limited Liability Partnership
  • 8.1009 Transfer of Registration
  • 8.1010 Termination of Registration
  • 8.1011 Withdrawal of Registration of Registered Foreign Limited Liability Partnership
  • 8.1012 Action by [Attorney General]
  • 8.1101 Definitions
  • 8.1102 Relationship of [Article] to Other Laws
  • 8.1103 Required Notice or Approval
  • 8.1104 Nonexclusivity
  • 8.1105 Reference to External Facts
  • 8.1106 Appraisal Rights
  • 8.1107 Excluded Entities and Transactions
  • 8.1121 Merger Authorized
  • 8.1122 Plan of Merger
  • 8.1123 Approval of Merger
  • 8.1124 Amendment or Abandonment of Plan of Merger
  • 8.1125 Statement of Merger; Effective Date of Merger
  • 8.1126 Effect of Merger
  • 8.1131 Interest Exchange Authorized
  • 8.1132 Plan of Interest Exchange
  • 8.1133 Approval of Interest Exchange
  • 8.1134 Amendment or Abandonment of Plan of Interest Exchange
  • 8.1135 Statement of Interest Exchange; Effective Date of Interest Exchange
  • 8.1136 Effect of Interest Exchange
  • 8.1141 Conversion Authorized
  • 8.1142 Plan of Conversion
  • 8.1143 Approval of Conversion
  • 8.1144 Amendment or Abandonment of Plan of Conversion
  • 8.1145 Statement of Conversion; Effective Date of Conversion
  • 8.1146 Effect of Conversion
  • 8.1151 Domestication Authorized
  • 8.1152 Plan of Domestication
  • 8.1153 Approval of Domestication
  • 8.1154 Amendment or Abandonment of Plan of Domestication
  • 8.1155 Statement of Domestication; Effective Date of Domestication
  • 8.1156 Effect of Domestication
  • 8.1201 Uniformity of Application and Construction
  • 8.1202 Relation to Electronic Signatures in Global and National Commerce Act
  • 8.1203 Savings Clause
  • 8.1204 Severability Clause
  • 8.1205 Repeals
  • 8.1206 Effective Date

 

UNIFORM LIMITED PARTNERSHIP ACT (2001)

  • 9.101 Preliminary Notes
  • 9.102 Definitions
  • 9.103 Knowledge and Notice
  • 9.104 Nature, Purpose, and Duration of Entity
  • 9.105 Powers
  • 9.106 Governing Law
  • 9.107 Supplemental Principles of Law
  • 9.108 Name
  • 9.109 Reservation of Name
  • 9.110 Effect of Partnership Agreement
  • 9.111 Required Information
  • 9.112 Business Transactions of Partner with Partnership
  • 9.113 Dual Capacity
  • 9.114 Office and Agent for Service of Process
  • 9.115 Change of Designated Office or Agent for Service of Process
  • 9.116 Resignation of Agent for Service of Process
  • 9.117 Service of Process
  • 9.118 Consent and Proxies of Partners
  • 9.201 Formation of Limited Partnership; Certificate of Limited Partnership
  • 9.202 Amendment or Restatement of Certificate
  • 9.203 Statement of Termination
  • 9.204 Signing of Records
  • 9.205 Signing and Filing Pursuant to Judicial Order
  • 9.206 Delivery to and Filing of Records; Effective Time and Date
  • 9.207 Correcting Filed Record
  • 9.208 Liability for False Information in Filed Record
  • 9.209 Certificate of Existence or Authorization
  • 9.210 Annual Report
  • 9.301 Becoming Limited Partner
  • 9.302 No Right or Power as Limited Partner to Bind Limited Partnership
  • 9.303 No Liability as Limited Partner for Limited Partnership Obligations
  • 9.304 Right of Limited Partner and Former Limited Partner to Information
  • 9.305 Limited Duties of Limited Partners
  • 9.306 Person Erroneously Believing Self to Be Limited Partner
  • 9.401 Becoming General Partner
  • 9.402 General Partner Agent of Limited Partnership
  • 9.403 Limited Partnership Liable for General Partner's Actionable Conduct
  • 9.404 General Partner's Liability
  • 9.405 Actions by and Against Partnership and Partners
  • 9.406 Management Rights of General Partner
  • 9.407 Right of General Partner and Former General Partner to Information
  • 9.408 General Standards of General Partner's Conduct
  • 9.501 Form of Contribution
  • 9.502 Liability for Contribution
  • 9.503 Sharing of Distributions
  • 9.504 Interim Distributions
  • 9.505 No Distribution on Account of Dissociation
  • 9.506 Distribution in Kind
  • 9.507Right to Distribution
  • 9.508  Limitations on Distribution
  • 9.509 Liability for Improper Distributions
  • 9.601 Dissociation as Limited Partner
  • 9.602 Effect of Dissociation as a Limited Partner
  • 9.603 Dissociation as a General Partner
  • 9.604 Person's Power to Dissociate as General Partner; Wrongful Dissociation
  • 9.605 Effect of Dissociation as General Partner
  • 9.606 Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner
  • 9.607 Liability to Other Persons of Person Dissociated as General Partner
  • 9.701 Partner's Transferable Interest
  • 9.702 Transfer of Partner's Transferable Interest
  • 9.703 Rights of Creditor of Partner or Transferee
  • 9.704 Power of Estate of Deceased Partner
  • 9.801 Nonjudicial Dissolution
  • 9.802 Judicial Dissolution
  • 9.803 Winding Up
  • 9.804 Power of General Partner and Person Dissociated as General Partner to Bind Partnership After Dissolution
  • 9.805 Liability After Dissolution of General Partner and Person Dissociated as General Partner to Limited Partnership, Other General Partners, and Persons Dissociated as General Partner
  • 9.806 Known Claims Against Dissolved Limited Partnership
  • 9.807 Other Claims Against Dissolved Limited Partnership
  • 9.808 Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred
  • 9.809 Administrative Dissolution
  • 9.810 Reinstatement Following Administrative Dissolution
  • 9.811 Appeal from Denial of Reinstatement
  • 9.812 Disposition of Assets; When Contributions Required
  • 9.901 Governing Law
  • 9.902 Application for Certificate of Authority
  • 9.903 Activities Not Constituting Transacting Business
  • 9.904 Filing of Certificate of Authority
  • 9.905 Noncomplying Name of Foreign Limited Partnership
  • 9.906 Revocation of Certificate of Authority
  • 9.907 Cancellation of Certificate of Authority; Effect of Failure to Have Certificate
  • 9.908 Action by [Attorney General]
  • 9.1001 Direct Action by Partner
  • 9.1002 Derivative Action
  • 9.1003 Proper Plaintiff
  • 9.1004 Pleading
  • 9.1005 Proceeds and Expenses
  • 9.1101 Definitions
  • 9.1102 Conversion
  • 9.1103 Action on Plan of Conversion by Converting Limited Partnership
  • 9.1104 Filings Required for Conversion; Effective Date
  • 9.1105 Effect of Conversion
  • 9.1106 Merger
  • 9.1107 Action on Plan of Merger by Constituent Limited Partnership
  • 9.1108 Filings Required for Merger; Effective Date
  • 9.1109 Effect of Merger
  • 9.1110 Restrictions on Approval of Conversions and Mergers and on Relinquishing LLLP Status
  • 9.1111 Liability of General Partner After Conversion or Merger
  • 9.1112 Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger
  • 9.1113 [Article] Not Exclusive
  • 9.1201 Uniformity of Application and Construction
  • 9.1202 Severability Clause
  • 9.1203 Relation to Electronic Signatures in Global and National Commerce Act
  • 9.1204 Effective Date
  • 9.1205 Repeals
  • 9.1206 Application to Existing Relationships
  • 9.1207 Savings Clause

 

Appendix A UNIFORM PARTNERSHIP ACT (1997) (Last Amended 2013)

Appendix B PROTOTYPE REGISTERED LIMITED LIABILITY PARTNERSHIP ACT

Appendix C SELECTED STATE STATUTES

Appendix D UNIFORM LIMITED PARTNERSHIP ACT (2001)

Appendix E UNIFORM LIMITED PARTNERSHIP ACT (2001) (Last Amended 2013)

Index

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