Across
- 4. even if a limited partner participates in ____________, he does NOT lose his liability shield
- 6. partners who were not in the partnership at the time of the wrong or when the obligation was entered are _______
- 8. _______ partners may face greater liability because creditors will have the greatest chance of recovering from their personal assets
- 9. an equitable common law solution to impose liability when the entity and its owners are conflated; has 2 elements that normally must be established as a pre-requisite to pierce the veil
- 14. under the ________ llc code, a member or manager is not liable for llc obligations/acts just because they are acting as a member or manager, unless they agree otherwise in the operating agreement or other contract (beyond amount of capital contributions)
- 16. all members, managers, and partners are liable if they breach a _______________ that they owe
- 17. first element of piercing the llc/corp veil; the entity was a ________________ of its owner, such that the entity had no separate existence, was dominated by the policies and business practices of the owner, and was merely a conduit for the owner's activities
- 18. remain liable for partnership obligations that arose before they withdrew, even if they have since departed from the partnership
- 19. a partnership where all partners have a personal liability shield for acts of the partnership and are only liable for the amount of their original investment/contribution
Down
- 1. in a _______________, partners are not liable for partnership acts beyond their original contribution, regardless of whether they are general or limited
- 2. under ULLCA, the failure of an llc to observe formalities related to the exercise of its power or the _____________ is NOT grounds to hold members or managers personally liable (meaning you can't pierce the corporate veil)
- 3. in a limited partnership, general partners are liable for ________________ that occured when he was a general partner
- 5. creditors must recover from a partnership's assets first before going after an individual parter's personal assets to cover the remaining debt
- 7. partners are always liable for their ______________
- 10. in a _________ partnership, each partner has joint and several liability for actions against the partnership
- 11. general partners who had _______________ payments can seek greater distributions when the partnership dissolves, in attempt to balance his loss
- 12. the second element of piercing the llc/corp veil; the owner abused the business form by using it to __________, create injustice, or circumvent the law; evidenced by misrepresentation, deceit, and undercapitalization (undercap has more weight for corps than llc)
- 13. under the ________ llc code, a member or manager is not liable for llc acts soley because they were acting as a member or manager (beyond amount of capital contributions)
- 15. limited partners are not liable for partnership acts/debts beyond the amount of their _____________