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Maverick, Attorney
Category: Business Law
Satisfied Customers: 6392
Experience:  20 years of professional experience
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LLP that is written in a way that the general partner has

Customer Question

LLP that is written in a way that the general partner has full control. Dose a minor (8%) partner has the rite to look at the books? once a year? Can he has the right to an annual meeting .Does the General partner have some responsibility to the limited partners to maximize return on investment...Can he liquidate holdings without the consent....of other partners WHAT RIGHTS DO THE OTHER PARTNERS HAVE IN THE RELATION (state of CALIFORNIA)
Submitted: 7 months ago.
Category: Business Law
Expert:  Maverick replied 7 months ago.

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Expert:  Maverick replied 7 months ago.

At this link you will find CA law governing LLPs. Please obtain a copy of your partnership agreement to determine the circumstances and conditions under which one may audit the books. Generally, it is common for all partners, whether majority or minority interest holders, to be able to audit the books with a written request.

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Expert:  Maverick replied 7 months ago.

Under CA Corporations Code Section 15904.08 a general partner’s fiduciary duties owed to the limited partners and other general partners include the following:

• Account for the limited partnership assets;

• Hold property, profit, or benefits derived from partnership property or activities as a trustee for the benefit of the limited partnership;

• Refrain from acting as or on behalf of another with an adverse interest when dealing with the limited partnership; • Refrain from competing with the limited partnership; and

• Refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or breaking the law regarding partnership activities.

So, if the GP is not in compliance, a breach of fiduciary duty claim may be asserted under one of the above theories.

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