Use the RUPA or this text to answer the following questions.

1. Three contractors wish to form a limited liability company to perform construction work in New Hampshire. Why might it be advisable for the entity to form the LLP in Massachusetts and then seek permission to do business in New Hampshire as a foreign LLP

2. Taylor Restaurant Group LLP is organized in Florida and operates several restaurants in the Gulf Coast states, with 20 partners in each state. The LLP has a written agreement but it does not address several issues, including the admission of new members and the division of profits.

a. How will profits of $100,000 be divided? Why?

b. Laurel, one of the partners in Tampa accidentally drove her car into a customer's car in one of the restaurant's parking lots. Who has liability for this act? Why?

c. Marcus, one of the partners in New Orleans, signed a loan with a local bank to borrow $150,000. If there is a breach in the payment terms to the bank, who has liability for this act? Why?

d. Would your answer to the preceding question be different if the LLP had been formed in Louisiana? Discuss.

Chapter 6:

1. An LLC failed to file its annual report with its state's secretary of state.

a. Is there any remedy the LLC can pursue? Discuss.