Reference no: EM131964736

1:Limited partners are not personally liable. In return for giving up management power, limited partners get the benefit of protection from personal liability. This means that a limited partner can't be forced to pay off business debts or claims with personal assets. A limited partner, however, can lose his or her financial investment in the business.

Limited partners need to understand that they can become personally liable if they do not stick to their passive role. If a limited partner starts taking an active role in the business, that partner's liability can become unlimited. If a creditor can prove that a limited partner took acts that led the creditor to believe that he or she was a general partner, that partner can be held fully and personally liable for the creditor's claims.

2: You summed up the explanation of a partnership great! as you stated both partners are required to report both income earnings, deductions and losses. They do not pay business taxes.

As Shamima pointed out there are lots of benefits to having a partnership, and one of the biggest is that you great capital between the partners, along with your borrowing capacity between the partnership is greater. Starting a partnership as also mentioned is also easy to start up. I would prefer coming into a company as a limited liability partner so that if something did happen I would only be liable for my capital .

3:Duty of Loyalty

Any member of a member-managed LLC and any manager of a manager-managed LLC owe a fiduciary duty of loyalty. This means that all parties have a duty not to usurp the LLC's opportunities, make secret profits, secretly deal with the LLC, secretly compete with LLC or represent interest adverse to those of the LLC.

Duty of Care

A member of a member-managed LLC and any manager of a manager-managed LLC owe a fiduciary duty of care to the LLC not to a known violation of law, intentional conduct, reckless conduct or grossly negligent conduct that injuries the LLC. Members and managers are liable to the LLC for any damages the LLC incurs because of such conduct.

It should also be noted that a member of a manager-managed LLC who is not a manager does not owe a duty of loyalty or care to the LLC or it's other members.

4:The tax situation can be tricky especially when it comes to corporations. When the tax rate was recently reduced some companies were able to provide additional bonuses, increase pay and hire additional staff.

Taxes play a huge role on when companies can hire people and when people are laid off. Tax planners try and forecast tax obligations based on the taxable revenue expected. When companies expect and increase in revenue they tend to hire more staff or use that revenue to reinvest into to newer equipment or upgrades to the office. At the end of the day taxes can be a driver on how companies make decisions.