【導(dǎo)讀】·Informality無(wú)限責(zé)任，債權(quán)人有權(quán)向我個(gè)人的資產(chǎn)追溯。·Taxcorporation是taxable，公司盈利要征稅，派發(fā)出去的股利也要征稅的。

　　

【正文】 t to participate in partnership managementNo management except can look at the books and voteNo management except can look at the books and voteAgents?Partner is agent to the PartnershipPartner is agent to the PartnershipNot automatically agent 不可以和第三方簽訂協(xié)議的，不可以BINDING，如果像GP做的話會(huì)承擔(dān)無(wú)限責(zé)任的Not automatically agent（shareholder不可以簽GP 的變更需要所有的GP和LP 的同意，而LP的變更需要所有的GP和LP的同意。3) Limited Liabilities Partnership (LLP)Wiley book 2010 Page 37 to Page 38 has listed the key attributes of the LLP. LLP often works for professionals (think about CPA firms) who want to do business as professionals as a partnership, but still pass through tax benefits while limiting personal liabilities of partners. Formal Agents Limited liability for another partner’s malpractices (torts) or negligence. However the partners are fully liable for their own negligent acts and for the wrongful acts of those they supervise or have control over. Unlimited liabilities for liabilities arising from contracts amp。 debts Most states require some level of liability insurance to be maintained by LLPs如果一個(gè)GP要允許一個(gè)新的GP進(jìn)來(lái)的話要所有的GP同意，但是是LP的話需要所有的GP和LP都同意的，LP本身一定要有1個(gè)GP才可的19：23For exam purpose, you especially need to focus on the differences between LLP and other legal business structures, especially with LLC (discussed later)4) Limited Liability Company (LLC)A limited liability pany (LLC) is a flexible form of business enterprise that blends elements of partnership and corporate structures. Under the statutory provisions that govern LLCs in most states, members may not sell their ownership interest in the LLC without the consent of the other members. All members have a right to manage the LLC (agents)。 however, the members may adopt operating agreements changing this rule. When members choose to centralize management, it is referred to as manager managed. It is created formally by filing Articles of Organization with the secretary of state. Multiple members LLCs are treated similar as partnerships, but single member LLCs are treated as sole proprietorships. All members have limited liability (unless Malpractice or negligence) up to their capital contributions plus any equity in LLC (not liable for partnership debts) Owners and managers owe a duty of due care to not be grossly negligent and a duty of loyalty Taxed as partnership (form 1065) or a Corporation (1120) An LLC is a treated as an entity distinct from its members. It may hold property in its own name, sue or be sued, etc.An LLC is taxdriven entity designed to provide its members with two main features:(1) Limited Liability of a CorporationThe limited liability that shareholders of a corporation enjoy (., owners are not personally liable for obligations of the business entity) is provided to members of an LLC. (2) Taxation as a PartnershipAn LLC has the ability to be taxed like a partnership (., profits and losses flow through the entity and are treated as the owners39。 personal profits and losses, unlike profits of a corporation, which are taxed at the corporate level and again when distributed to the shareholders). (Note: Under current tax laws, LLCs receive partnershiplike tax treatment unless they elect to be taxed as a corporation.)An LLC will dissolve upon:1. Expiration of the period of duration stated in the articles。2. The consent of all members。3. The death, retirement, resignation, bankruptcy, inpetence, etc., of a member (unless the remaining members vote to continue the business4. Judicial decree or administrative order dissolving the LLC for violation of law。 orThe following is the parison between the LLC NaturesLimited Liability Company (LLC)Limited Liability PartnershipDesignation of ownersMembersPartnersTaxationTaxed as partnership/or sometimes CorporationTaxed as partnershipFormalityFormalFormalState Filing requiredYesFile Articles of OrganizationYesFile Statement ofQualificationMinimum owners required1+2+Limited Liability* Limited Liability for Contracts and debts* Unlimited liability for malpractices or negligence* Limited liability for malpractices or negligence* Unlimited Liability for Contracts and debtsEase of FormationForming LLC requires creatin a new entityForming LLP can be converted from an existin partnershipAgents?Agents/Members(depends)Agents5) Joint VenturesWiley Book 2010 Page 34 to 35 has discussed about Joint ventures