Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 3
LIMITED PARTNERSHIPS
Section
§ 3.01 Definition
§ 3.02 General Description of Limited Partnerships
§ 3.03 Minnesota Law Regarding Limited Partnerships and Formation Issues
§ 3.04 Minnesota Law and Uniform Limited Partnership Law
Considerations—the Use of the Written Limited Partnership Agreement
§ 3.05 Limited Partnership Tax Considerations
§ 3.06 Advantages and Disadvantages of the Limited Partnership Form of
Business Organization
§ 3.01 Definition
Limited partnerships are a form of business organization by which
certain persons, namely the limited partners, can invest in a partnership
and use partnership losses to offset income for other sources, while
avoiding the unlimited personal liability general partners face. A limited
partnership is distinguished from a limited liability partnership, see
Section 10.07. The limited partners are treated much the same as
corporate shareholders. The general partner is, for all intents and
purposes, treated like a sole proprietor. The general partner retains
management, indeed all aspects of control, and generally receives a
management fee in addition to a share in the profits.1 This chapter begins
with a general overview of the law of limited partnership.2 A general
discussion of Minnesota limited partnership formation issues and the use
of the limited partnership agreement follows in Sections 3.02 and 3.03.
This chapter concludes with tax considerations for those contemplating
the limited partnership form of business organization.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis