【正文】 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。 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。 Taxed as partnership (form 1065) or a Corporation (1120) All members have limited liability (unless Malpractice or negligence) up to their capital contributions plus any equity in LLC (not liable for partnership debts) It is created formally by filing Articles of Organization with the secretary of state. All members have a right to manage the LLC (agents)。 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. Unlimited liabilities for liabilities arising from contracts amp。 Agents3) 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. 投資基金Wiley book 2010 Page 32 to Page 34 has listed the key attributes of the limited partnership. For exam purpose, you especially need to focus on the differences between limited partnership and general partnership. Look at the parison below.NaturesGeneral PartnershipLimited PartnershipCCorporationDesignation of ownersGeneral PartnersGeneral PartnersLimited PartnersShareholdersState Filing required?NoYesFiling certificated of LP with names of all GPYesFile Articles of Incorporation有限責(zé)任Formality?InformalFormalFormalLimited Liability?Unlimited LiabilitiesUnlimited LiabilitiesLimited LiabilitiesLimited LiabilitiesRightPartnership Interest?Right to Partnership InterestRight to Partnership Interest可以購(gòu)買LP的份額獲得更多的利潤(rùn)，但仍然承擔(dān)的是無(wú)限責(zé)任（GP同時(shí)也可以為L(zhǎng)P）InterestInterestRightPartnership Property?Right to Partnership PropertyRight to Partnership PropertyNo rights to partnership propertyNo right to the Corp39。 B is entitled to receive $7,500 ($15,000 capital contribution less $7,500 share of loss), and C owes $5,500 ($5,000 capital contribution less $10,500 share of loss) If there is a loss and some partners refuse to contribute, are not subject to process (., are not within a court39。 25% to B=$7,500。(2) Prior agreementPresent agreement of partners(3) By decree of court(4) The happening of an event agreed to by the partners in the partnership agreement, that will trigger dissolution or that makes it unlawful for the partnership to continue。 Liabilities arising from torts (involuntary) within the course of the partnership business. A tord is a wrongful act, whether intentional or negligent, not arising out of contractual obligations that causes an injury and can be remedied at civil law by awarding the damages. Third parities may access partnership and personal assets of the partners in any order. Liabilities arising from contracts amp。 Admission of new partnerIt is mon to have a new partner admitted when an old partner retires. An ining partner is not personally liable for debts incurred by the partnership before he became a partner, but any financial contribution the ining partner made to partnership property may be used to satisfy old debts. Of course, an ining partner is personally liable for all debts incurred by the partnership after he bees partner. Sale/pledge/ assignment of partnership property (sell goodwill not ok but sell inventories in ordinary course of business is OK)The sale of property or pledging as collateral for a loan requires consent of all partners. In order to amend the partnership agreement Guaranteeing the d