Limited Liability Partnerships Flashcards
A limited liability partnership (or “LLP”) is
a general partnership that becomes authorized to provide limited liability protection for its general partners. It gets to do this if it complies with certain provisions of Florida’s RUPA.
The LLP shield protects a partner only from:
the partnership’s liability for another partner’s malfeasance or misfeasance
The LLP “shield” does NOT protect a partner from:
personal liability for the partner’s own wrongdoing or misdeed while acting on behalf of the partnership
The conversion of a general partnership to a limited liability partnership initially requires
approval by a vote of the partners.
To be properly completed, a statement of qualification must contain:
(a) Statement that the partnership elects to be a limited liability partnership;
(b) Name of the partnership;
(c) the street address of its chief executive office and, if different, the street address of its principal office in-state; and
(d) the name and street address of the partnership’s agent for service of process in state.
The name of an LLP must end with the phrase
“Registered Limited Liability Partnership” or “Limited Liability Partnership” or, alternatively, with one of the following abbreviations: “RLLP,” “LLP, “ R.L.L.P.” or “L.L.P.”
Filing Requirement
(1) The completed statement of qualification must be filed with the Department of State.
(2) This shows that all conditions for becoming a limited liability partnership are satisfied
(3) Limited liability status is effective on the date the statement was filed or on the deferred effective date if one is provided in the statement
To maintain its status as a limited liability partnership, an LLP must:
file an annual report between Jan 1 and May 1 in the office of secretary of state and pay the fee
An annual report must include:
a. Partnership name;
b. Federal EIN;
c. the street address of its chief executive office and, if different, the street address of its principal office in-state; AND
d. the name and street address of its current agent for service of process in state.
The Department of State may administratively revoke the LLP’s statement of qualification upon:
60 days notice
Revocation affects only:
partnership’s limited liability status – doesn’t cause the partnership to dissolve
A partnership whose statement of qualification has been administratively revoked may
apply for reinstatement within 2 years of the effective date of the revocation.
a. The application must state that the ground for revocation: either did not exist or has been corrected
b. If reinstated, the partnership’s limited liability status relates back to the date of revocation and continues as if it had never been revoked.
