Limited Liability Partnership Flashcards
LIMITED LIABILITY PARTNERSHIPS
The R.U.P.A. allows the creation of limited liability partnerships(“LLPs”, sometimes called “RLLPs” (meaning, registered limited liability partnership)). This differs from a general partnership and a limited partnership in that in an LLP all of the partners have limited liability (that is, no partner is personally liable for a partnership obligation beyond their contribution to the partnership)
Formation
To become an LLP, a partnership must file a statement of qualification with the secretary of state. The statement must be executed by at least two partners. The required minimal information includes: (1)
the name and address of the partnership; (2) a statement that the partnership elects to be an LLP; and (3) a deferred effective date, if any. The partnership becomes an LLP at the time of the filing of the statement or on the date specified in the statement, whichever is later.
Liability
A partner in an LLP is not personally liable (directly, indirectly, or by way of contribution) for the obligations of the LLP, whether arising in tort, contract, or otherwise