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LLP and JP
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- 1Metropolitan Limited Partnership is not a limited partnership, but is a general partnership. Despite being labeled a limited partnership, MLP is not a limited partnership. Although Andy, Ben, and Carol may have intended to form a limited partnership, they did not succeed in doing so. To create a valid limited partnership, statutory requirements must be met. A limited partnership must include a general partner who has signed the initial Certificate of Limited Partnership filed with the Secretary of State. UNIF. LTD. P’SHIP ACT §§ 201(a)(3), 204, 801(4) (1976 with 1985 amendments). Here, Warren was designated as the general partner, but never signed the agreement. Thus, MLP never had a general partner and cannot qualify as a limited partnership. Further, to create a limited partnership, a certificate of limited partnership must be filed with the state. Here, such a certificate was not initially filed. Even though Andy, Ben,and Carol did ultimately file the Certificate of Limited Partnership, their failure to obtain the signature of a general partner prevents the formation of a LP.Instead, the venture is a general partnership. Andy, Ben, and Carol were acting as co-owners of a business for profit. As such, they formed a partnership whether or not they subjectively intended to. As is the case here, individuals can inadvertently form a general partnership notwithstanding their expressed intention to do something else, in this case to form a limited partnership. See id. § 202 cmt. 1 (“Indeed, they may inadvertently create a partnership despite their expressed subjective intention not to do so.”).
Had Andy, Ben, and Carol done nothing more than purchase property, they might have avoided a partnership designation under the Uniform Partnership Act which states that neither “common property” nor “part ownership” alone is enough to establish a partnership. See id. §202(c). However, in addition to owning the property, Andy, Ben, and Carol hired a marketing company to develop a campaign to resell the land as “Metropolitan Estates.” This is co-ownership and thus Andy, Ben, and Carol are general partners and MLP is a general partnership.
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- Agency & Partners Fichas sobre LLP and JP, creado por Kawon Kim el 30/01/2017.
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- Kawon Kim
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