QUESTION

Can a limited partner in a partnership be named to an existing llc without their consent?

Asked on Jul 21st, 2013 on Corporate Law - California
More details to this question:
A partnership's debt is transferred to a llc. In doing so the llc names the limited partners as members to the llc. There is no consent of the limited partners and the transaction is performed without their knowledge.
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1 ANSWER

Real Estate Attorney serving Oakland, CA at Sack Rosendin LLP
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The limited partnership law and the LLC law require approval by a majority of limited partners to convert the same business from a limited partnership to a limited liability company. So this could have been done with the permission of the other limited partners and without asking your permission. It is also possible to make other provisions for approving such a conversion in the limited partnership agreement. AS a member in a limited liability company, you have no liability for the company's debts, same as a limited partner of a limited partnership, unless you co-signed or guaranteed the debt. California imposes a tax on revenues of a limited liability company which does not apply to limited partnerships. So why convert from a from a company which does not pay that extra tax to one which does? Dana Sack ds@sackrosendin.com www.sackrosendin.com 510-286-2200  
Answered on Jul 21st, 2013 at 4:27 PM

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