Instructions

1. Provide an original post with your answers to the questions below and reply to at least two classmates. Do not upload a document.

2. Do not repeat the questions in your post, but do number your answers.

3. A complete answer post is several sentences in length, and will: (1) define and explain the correct legal terms, rules, and principles, (2) apply the legal rules and principles to the facts in the question, (3) state a conclusion, and (4) support the application and conclusion. See the rubric. If your answer is shorter than the question, this is a good clue that is it an insufficient legal answer. Working through the course materials to provide complete answers will also help you tremendously on the quizzes and final exam.

4. A complete reply post is several sentences in length and adds something to the discussion. It does not merely state whether you agree or disagree. Remember, two replies are required for each discussion.

5. Use all your own words! Properly cite words that are not yours.

Questions

1. Goldie and Hattie want to develop real estate and want to organize it under their states Revised Uniform Limited Partnership Act. Please advise Goldie and Hattie about what they will need to create and capitalize their partnership. What advantages does the limited partnership business form offer to them over the general partnership? What should Goldie and Hattie expect about their personality liability and tax situation?

2. Shep and Gerald are nearing the end of the production of their new film, It All Falls Sideways, and are seeking advice on how to end their limited partnership. Shep and Gerald have some outstanding bills and still expect some income as well. What steps are necessary to end this limited partnership? What would happen if Shep wanted to end the partnership, but Gerald wanted to continue making films? What must Shep and Gerald do to wind up and distribute the remaining assets?

3. Alyssa and Becky are suddenly successful candy makers and have been advised to organize their business to continue their success. They both want to avoid liability and be taxed as little as possible. Alyssa and Becky have heard about the limited liability company and corporations and have sought your advice which form would better achieve their goals and how to organize their business. Please advise them on how to create and organize their business. How can Alyssa and Becky avoid being labeled as another business form? What challenges might exist for creating their desired form?

4. The very large Lido Family has recently won the lottery and their friends have encouraged them to open a restaurant chain to serve their classic family style Italian meals that the neighborhood has enjoyed for many years. The Lidos are set on organizing their restaurants as an S corporation. Gina and Vito Lido are a married couple and are lawful permanent US residents, Maria Lito is an Italian citizen, Salvatore and Enzo Lido are married and US citizens. Please advise them on who can be a part of the S corporation and why or why not every family member can be an owner in the corporation. The Lidos are also interested in selling second-class shares to their neighbors, while retaining their first-class stock. Will this be possible for an S corporation?