Jentz-11e Appendix I: Sample Answers for End-of-Chapter Questions with Sample Answer

Chapter 36: Partnerships and Limited Liability Partnerships

36–2. Question with Sample Answer

Dorinda, Luis, and Elizabeth form a limited partnership. Dorinda is a general partner, and Luis and Elizabeth are limited partners. Consider each of the separate events below, and discuss fully which event(s) constitute(s) a dissolution of the limited partnership. (a) Luis assigns his partnership interest to Ashley. (b) Elizabeth is petitioned into involuntary bankruptcy. (c) Dorinda dies.

Sample Answer:

(a) A limited partner’s interest is assignable. In fact, assignment allows the assignee to become a substituted limited partner with the consent of the remaining partners. The assignment, however, does not dissolve the limited partnership. (b) Bankruptcy of the limited partnership itself causes dissolution, but bankruptcy of one of the limited partners does not dissolve the partnership unless it causes the bankruptcy of the firm. (c) The retirement, death, or insanity of a general partner dissolves the partnership unless the business can be continued by the remaining general partners. Because Dorinda was the only general partner, her death dissolves the limited partnership.