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charity. To facilitate the plan, Fortress licenses the use of
copyrighted limited partnership agreements and shareholders’
agreements.
Following the Fortress seminar, on August 12, 1994,
Mr. Gulig, as decedent’s attorney in fact, formed SFLP, a Texas
limited partnership, and its corporate general partner, Stranco,
Inc. (Stranco), a Texas corporation. Mr. Gulig handled all of
the details of the formation, executing the limited partnership
agreement and shareholders’ agreement using Fortress documents,
as well as drafting articles of incorporation and bylaws for
Stranco.
The partnership agreement provided that Stranco had the sole
authority to conduct the business affairs of SFLP without the
concurrence of any limited partner or other general partner.
Thus, limited partners could not act on SFLP’s behalf without the
consent of Stranco. The partnership agreement also allowed SFLP
to lend money to partners, affiliates, or other persons or
entities.
Mr. Gulig filed the SFLP certificate of limited partnership
and the Stranco articles of incorporation with the State of
Texas. He also drafted asset transfer documents, dated
August 12, 1994, assigning decedent’s interest in specified real
estate, securities, accrued interest and dividends, insurance
policies, annuities, receivables, and partnership interests
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Last modified: May 25, 2011