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vah_khan
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Posted: 16 Jun 2010 at 23:13 | IP Logged  

Becker B1- page 21(2009 edition) says that limited partners names cannot be identified with the business, or they might be considered general partners and lose their limited liability status but while solving a question on cpareviewforfree.com the answer to a question says that "The most recent version of the Uniform Limited partnership Act (2001) permits the use of a limited partner's name in the partnership name"

 

Becker says that generally a limited partnership does not have a perpetual life but once again the key to a question on cpareviewforfree.com says that a limited partnership has perpetual duration..

 

Please clarify the above points as to which would be correct for the purpose of this exam.

 

 

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RR_CPA
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Posted: 17 Jun 2010 at 10:00 | IP Logged  

I always prefer to go with Becker........... There are many questions on "CPAreview4free.com" answered wrong, expecially on BEC.

If you see these kind of conflicts, try to refer Becker otherwise google to make sure.

 

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BRAF=CPA
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Posted: 17 Jun 2010 at 10:14 | IP Logged  

Van_khan,

Becker says that a limited partnership generally doesnt have a perpetual life.  The ULPA does say that by default the limited partnership has perpetual life, but i think what Becker is saying is that in practice its not generally the case.  If a LP has one general partner and that partner leaves, then the LP is terminated.  Both of the answers are correct.

With regards to the first question you pose, you are absolutely right the ULPA (when revised in 2001) states in section 108(a) The name of the Limited Partnership may contain the name of any partner.  Before it was revised in 2001 it was not allowed except in certain unusual circumstances.

I hope this helps.



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BRAF=CPA
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Posted: 17 Jun 2010 at 10:21 | IP Logged  

Van Khan,

I just read the section in Becker that you are referring to in your first question.  They dont say you cant refer to the name in the LP, they say that if you use a Limited partners name in the LP's name, then that partner will lose limited liability and act as a general partner.  Thats all its saying.  Again, both answers are correct.



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vah_khan
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Posted: 17 Jun 2010 at 11:13 | IP Logged  

Thank you RR_CPA and BRAF=CPA for your input.

I just think that I'll stick to the Becker's explanation for the time being b'coz I believe that referring to multiple review materials on the same topic will just cause confusions.

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