H. Partnerships - Limited Partnerships

Question 1

What is required for Limited Partnership?*

Answer 1

1) 2 or more persons
- At least 1 general partner
- At least 1 limited partner

2) Partnership agreement
- Executed by General Partner

3) File Certificate of Limited Partnership w/ SoS
- Name of LLP
- Address of Office county
- General Partners’ names + addresses
- Duration (before dissolution)
- Designation of SoS as agent
- Designation of registered agent (if desired)

4) Publish Certificate of Registration/Notice containing substance of Certificate
- Once a week for 6 weeks in a row
- At least 2 newspapers of county in which LP office is located
- 1 printed weekly; 1 printed daily
- To be designated by County Clerk

5) File Proof of Publication w/ SoS
- Within 120 days after LP is formed
- OTHERWISE suspension of LP’s business in NY
- BUT NOT limit/impair validity of LP’s contracts/acts/defences
- BUT NOT impose liability on Partners for LP’s contractual obligations/liabilities

Question 2

What is the rule of liability for partners of LP?

Answer 2

Limited Partners

• NO liability for LP obligations (only liability for own obligations)
• NO right to participate in LP management

General Partners

• Unlimited liability for Partnership obligations
• Right to participate in Partnership management

Question 3

Are there limitations as to activities for LP?

Answer 3

NO

• Same as General Partnership
• Unlike RLLP