2. Limited Liability Partnerships (RUPA)

Question 1

What is required to form a limited liability partnership?

Answer 1

Revised Uniform Partnership Act (RUPA)

1) At least one partner

2) Statement of qualification
- Signed by at least two partners
- Partnership’s name + address
- Deferred effective date
- Acknowledgement as LLP

3) Partnership’s name
- RLLP/LLP’s name
- (Registered) Limited Liability Partnership

4) File Statement with Secretary of State

Question 2

What happens if the formalities for a limited partnership are not met?

Answer 2

General partnership can be formed

Question 3

What are partners’ liabilities?

Answer 3

NOT for partnership
- But partners may pay partnership’s whole obligations + claim indemnification (NOT contributions) from co-partners

For own wrongful acts

• Negligent
• Personal liability

For co-partners’ torts
- Engagement in torts