Alan, Brenda, and Celine intended to create a limited partnership with Alan as the general partner and
Question:
Alan, Brenda, and Celine intended to create a limited partnership with Alan as the general partner and Brenda and Celine as the limited partners. However, Alan filed an inaccurate certificate of limited partnership that mistakenly listed himself and Brenda as general partners. Continental Bank, which was unaware of the mistake, extended a loan to the business on the belief that Alan and Brenda were general partners. Later, Brenda discovered that she had been listed incorrectly on the certificate as a general partner and immediately withdrew from future equity participation by filing a certificate of withdrawal with the secretary of state. The business failed to repay the loan and Continental Bank sued Alan, Brenda, and Celine to collect the debt. Who has unlimited liability for the debt?
Group of answer choices
Alan only.
Alan and Brenda.
None of them, because their liability is limited to the number of their capital contributions.
Alan, Brenda, and Celine.
Smith and Roberson Business Law
ISBN: 978-0538473637
15th Edition
Authors: Richard A. Mann, Barry S. Roberts