Limited liability partnerships

Question 1

LLP

Answer 1

1. LLP is a general partnership where all partners have limited liability
   i. general partnership without liability without liability for debts of the business
   ii. apply general partnership rules unless specified below
2. note: LPs can register as LLPs, becoming limited liability limited partnerships (LLLPs) where general partners and limited partners have limited liability
   i. apply general partnership rules unless specified below

Question 2

LLP Formation

Answer 2

1. must file a statement of qualification with the secretary of state (don’t worry about the names of the public document, just call it a public document)
2. requirements:
   i. name and address of the partnership (name must include limited liability partnership, LLP, registered limited liability partnership, or RLLP)
   ii. statement that the partnership elects to be an LLP
   iii. a deferred effective date for LLP status, if any
3. partnership becomes an LLP at the time of the filing unless specified otherwise
4. failure to file creates a general partnership

Question 3

LLP liability

Answer 3

1. partners in LLPs are not personally liable (directly, indirectly, or by way of contribution) for the obligations of the LLP, whether arising in tort, contract, or otherwise
2. as always, however, a partner remains personally liable for her own wrongful acts