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Business Organizations
University of Florida School of Law
Cohn, Stuart R.

Business Organizations 
8/26/08
·         General Partnership
o    LLP
·         LTD Partnership
o    LLLP
·         LLC
·         Corp
·         Gen Partnership – fundamental concept is equality à equal voice in mgmt
o    If don’t want that, can enter into partnership agreement
·         LTD Partnership – General partners and LTD partners
o    General partners run the org and LTD partners are investors
·         LLC – can be 2 forms of mgmt
o    Can be member managed or manager managed
o    Member managed – like a general partnership, everyone has a voice
o    Manager managed – can be hired to serve on the board
Violet v. Sharp
·         Friend asked to recommend investment advisor and he does it and friend suffers loss
·         Friend says he was his agent (gratuitous) and claimed breach of duty
·         Ct

         Limited liability
o    G/P – §620.8306
o    All partners liable jointly and severally
o    If LLP, partner is not personally liable
·         LTD Partnership
o    §620.1303
o    LTD partners are free
o    §620.1404
o    LLLP – immunizes general partners from liability
·         LLC
o    §608.4227
o    Members have immunity
·         Transferability
o    General partnership, LLP, LLC – can’t transfer your interest w/o approval of others
o    Small ors so important who your partner is so don’t want you to sell your interest to just anybody
·         C corps – pay taxes
·         S Corps – don’t pay taxes, few (