Essay by janet123 January 2014

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Lesson 1


A partnership consisting of a minimum of 2 partners

At least 1 general partner and 1 limited partner

No max limit.

Is not a separate legal entity from the partners

Cannot sue or be sued or own property in its own name

Limited life.

General partner - responsible for management. UNLIMITED liability. Liable for all debts and obligations of the LP.

Limited partner - limited liability - but prohibited from taking part in management. No power to bind the LP!! If he takes part in the management of an LP, he is personally liable for all debts and obligations of the LP during the period he participated in the management as though he were a general partner.


A company: an artificial person created by law. Created by registration with the Accounting and Corporate Regulatory Authority (ACRA).

Can hold property…

Can enter into contracts…

Can sue, or be sued…

Separate legal entity from its own members

Continue business

as if it were a real or "natural" person.

Unlimited company is rare. But the company's own liability for its debts is unlimited, must pay off every single cents. Unlimited company co is one when the liability of members to contribute to the assets of the company on winding up is not limited. When a company is wound up, every members needs to generally liable for the company's debts.

For limited company, the liability of the members to contribute towards the assets of the company on winding up in limited. Limited liability for members means means the amount the members invest into the company is limited, eg invest 5 m, the most you will lose 5 m only).

Limited by shares. Where a company is limited by shares, a member cannot be asked to pay more...