Liquidating limited partnerships

Since a dissolved company does not have legal existence, however, the company is required to be restored to the register, in order for a creditor to maintain proceedings in respect of a liability incurred by that company or to enforce a judgment obtained against that company prior to its dissolution.Strikeoff and dissolution of a company does not retrospectively remove the protection of limited liability from that company.

Stated differently, think of a partnership as a zero sum entity.Upon complete liquidation of a limited liability company (LLC) classified as a partnership, a distributee member generally does not recognize gain unless the cash and the fair market value (FMV) of marketable securities distributed exceed the outside basis in his or her LLC interest (Secs. (Note that this column addresses the complete liquidation of an LLC as opposed to liquidation payments made to a retiring member or a deceased member's successor in interest.) Likewise, no gain or loss is recognized by the LLC on a liquidating distribution (Sec. These general rules regarding gain or loss on liquidation are a major reason for formation as an LLC rather than as a corporation.While both entities provide owners with protection from liability, a corporation and its shareholders generally must both recognize gain or loss on liquidation. 731(a)(1) when a member receives marketable securities that are treated as money in excess of the member's basis in his or her LLC interest (see Sec. In addition, gain may be recognized if (1) distributions of Sec.Briefly stated, these rules provide that all partners in a partnership have capital accounts.Those capital accounts start at zero, are increased by capital contributions and income allocations, and are decreased by distributions and loss allocations.

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The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth;4. The name of the domestic or foreign limited partnership;2. If the current registered office is to be changed, the post office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;4. If the current registered agent is to be changed, the name of the new registered agent; and6. Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.1985, c. The post office address, including the street and number, if any, of the principal office of the limited partnership, which may be the same as the registered office but need not be within the Commonwealth. The certificate of limited partnership may set forth any other matter that the general partners determine to include therein. A limited partnership is formed at the time of the filing of the certificate of limited partnership with the Commission unless a later date and time are specified in the certificate of limited partnership as provided by § 50-73.17 if, in either case, there has been substantial compliance with the requirements of this section.1985, c.

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