LLP's
What is a Limited Liability Partnership (LLP)?
A partnership in which a partner's personal liability is eliminated.
Limited partners are PERSONALLY liable for their OWN personal misconduct or negligence but not the obligations of the negligence or misconduct of other LLP's. True or False?
True!
What is the definition of a Limited Partnership (LP)?
a partnership formed by 2 or more persons that has at least ONE general partner and one limited partner.
What needs to be filed in order to transition from a general partnership to a limited partnership (LP)?
You must file a certificate of limited partnership that must contain certain information.
How do you form an LLP?
To transform a general partnership to an LLP, you must VOTE!
*Can change this rule in a partnership agreement!
How can you terminate an LLP?
1.) voluntarily transform and cancel LLP status; or
2.) the state/government can revoke an LLP's status (maybe they were misusing the LLP status)
In an LP, the limited partners have limited liability, and the general partners have...
personal liability!
What information needs to be on a certificate of limited partnership?
*Think: Name Internal Agent States is Great Practice Said lawyer
1.) name of the limited partnership (including LP);
2.) in-state address;
3.) name of an agent in that state;
4.) names and addresses of all general partners;
5.) signed by the general partner.
In an LLP, you are personally liable for your OWN personal misconduct or negligence, but you are NOT, however...
personally liable for someone else's personal misconduct or negligence!
If a partnership has at least ONE general partner and at least ONE limited partner, what type of partnership do you have?
a Limited Partnership! (LP)
When does the certificate of limited partnership become effective?
When the certificate is filed, or the effective date if it is included!
*SUBSTANTIAL compliance is sufficient to become effective (i.e. you do not need to do everything perfectly, but you must substantially comply)
When transforming a general partnership to a LLP, you must ALWAYS end your partnership name with...
either:
1.) Registered Limited Liability Partnership (RLLP); or
2.) Limited Liability Partnership (LLP)
Limited partners in an LP have ____ liability...
Limited liability!
Limited partners are NOT _____ liable for the obligations of the LLP.
Limited partners are NOT personally liable for misconduct or negligence of other LLP members!
General partners in an LP have _____ liability...
personal liability!