Active TopicsActive Topics  Display List of Forum MembersMemberlist  Search The ForumSearch  HelpHelp
  RegisterRegister  LoginLogin
BEC STUDY GROUP
 CPAnet Forum : BEC STUDY GROUP
Subject Topic: Limited partnership (Topic Closed Topic Closed) Post ReplyPost New Topic
  
Author
Message << Prev Topic | Next Topic >>
Pol_CPA
Regular
Regular


Joined: 02 Sep 2006
Online Status: Offline
Posts: 97
Posted: 28 Feb 2007 at 14:50 | IP Logged  

Mandy is a limited partner in a limited partnership in

which Strasburg and Hua are the general partners. Which of

the following may Mandy do without losing limited liability

protection?

 

Mandy acts as an agent of the limited partnership.

 

Wiley  says Yes , a  limited partner is allowed, without losing the

protection of limited liability, to act as an agent of the limited

partnership.

 

BUT in Becker pg. B1-22 in C2 it says Limited partner is NOT an agent of the partnership.

 

So, which way is right??

 

Back to Top View Pol_CPA's Profile Search for other posts by Pol_CPA
 
Phoebe
Major Contributor
Major Contributor


Joined: 25 Dec 2006
Online Status: Offline
Posts: 958
Posted: 28 Feb 2007 at 14:54 | IP Logged  

My best guess, from my limited recollection of RULPA, is that those two statements aren't mutually exclusive - both are correct.

A limited partner may be an agent of the partnership without loving limited liability.  But a limited partner is not by definition an agent of the partnership, the way a general partner is.

Back to Top View Phoebe's Profile Search for other posts by Phoebe
 
PMK2007
Major Contributor
Major Contributor


Joined: 31 Jan 2007
Online Status: Offline
Posts: 117
Posted: 28 Feb 2007 at 15:48 | IP Logged  

What i understd from becker is that if a limited partner acts as an agent then he is no more a limited partner... even i came across the same problem when i was doing BEC chat 1 .. i think wiley may be incorrect..do let me knw which is correct answer
Back to Top View PMK2007's Profile Search for other posts by PMK2007
 
Phoebe
Major Contributor
Major Contributor


Joined: 25 Dec 2006
Online Status: Offline
Posts: 958
Posted: 28 Feb 2007 at 18:31 | IP Logged  

The text of RULPA, with commentary, appears here: http://www.assetprotectionbook.com/uniform_limited_partnersh ip_act.htm

Commentary to Section 302 says (among other things):
"The phrase “as a limited partner” is intended to recognize that: (i) this section does not disable a general partner that also owns a limited partner interest, (ii) the partnership agreement may as a matter of contract allocate managerial rights to one or more limited partners; and (iii) a separate agreement can empower and entitle a person that is a limited partner to act for the limited partnership in another capacity; e.g., as an agent. See Comment to Section 305"

Back to Top View Phoebe's Profile Search for other posts by Phoebe
 
PMK2007
Major Contributor
Major Contributor


Joined: 31 Jan 2007
Online Status: Offline
Posts: 117
Posted: 28 Feb 2007 at 20:56 | IP Logged  

thanks a lot Phoebe ... i shall read it once again and incase might have some doubt then get back to u once again... i was always looking for bare act..... this link shall be a great help ...
Back to Top View PMK2007's Profile Search for other posts by PMK2007
 




Page of 4 Next >>
  Post ReplyPost New Topic
Printable version Printable version

Forum Jump
You cannot post new topics in this forum
You cannot reply to topics in this forum
You cannot delete your posts in this forum
You cannot edit your posts in this forum
You cannot create polls in this forum
You cannot vote in polls in this forum

Powered by Web Wiz Forums version 7.9
Copyright ©2001-2010 Web Wiz Guide

This page was generated in 0.0781 seconds.

Copyright © 1996-2016 CPAnet/MizWeb Communities All Rights Reserved
Twitter
|Facebook |CPA Exam Club | About | Contact | Newsletter | Advertise & Promote