Question

Laura is an investor and a limited partner in a limited partnership. Two years after she becomes a limited partner, Laura thinks that the general partners are not doing a very good job managing the affairs of the limited partnership and participates in the management of the limited partnership. While she is participating in management, a bank loans $1 million to the limited partnership, believing that Laura is a general partner. If the limited partnership defaults on the $1 million loan, which of the following holds well?
A. Laura has unlimited personal liability as a limited partner.
B. Laura is personally liable as the bank, in good faith, thought she is a general partner.
C. Laura's liability is restricted to the value of her capital investment in the partnership.
D. Laura is not personally liable as she is a limited partner on paper.

Answer 1

Answer

Option B. Laura is personally liable as the bank, in good faith, thought she is a general partner

Explanation:

Limited Partnership (LP)

This is Business entity that exists in line with state statutes that gives limited liability to some of its members who called limited partners.

RULPA

This is simply called Revised Uniform Limited Partnership Act. It is the model for Limited Partnership legislation in most states.

Limited Partner

This is a part or member of a limited partnership.it is that individual who is not involved in controlling the business and whose liability is limited to amount invested in the business.

General Partner

It is simply a member in a limited (or general) partnership who controls the business and has unlimited personal liability.

In the above scenario, Laura will be taken as a general partner and will be held personally accountable or liable for the loan, and also along with the general partners of the limited partnership.The rule of RULPA gives the right for a limited partner to be involved in the management of the partnership’s affairs and not losing the limited liability if the limited partner has been formally employed by the partnership to be an executive of the partnership.