Chip,
Due to technical difficulties associated with the homestead website editor, I won't be able to post the agreement on the web. However, I have emailed all partners the new agreement, and I will fax a copy to David the "Magnatizer" so that he may post it on a website tomorrow for easier printing.
You are correct in that all 3 general partners will have to authorize wires out of the bank account. Partners' checks will be held until all paperwork is finalized. I'll put out a new timetable shortly.
Here's the relevant S.C. Partnership Law concerning Limited Partners' permittable activities without loss of limited liability status:
From 33-42-430 of S.C. Law:
(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) solely by doing one or more of the following:
(1) being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director, or shareholder of a general partner that is a corporation;
(2) consulting with and advising a general partner with respect to the business of the limited partnership;
(3) acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;
(4) taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;
(5) requesting or attending a meeting of partners;
(6) proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:
(i) the dissolution and winding up of the limited partnership;
(ii) the sale, exchange, lease, morgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;
(iii) the incurrence of indebtedness by the liited partnership other than in the ordinary course of its business;
(iv) a change in the nature of the business;
(v) the admission or removal of a general partner;
(vi) the admission or removal of a limited partner;
(vii) a transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;
(viii) an amendment to the partnership agreement or certificate of limited partnership;
(7) winding up the limited partnership pursuant to S. 33-42-1430; or
(8) exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection (b).
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David |
