LLP/LP

Question 1

Limited Liability Partnership

Answer 1

• must file a certificate with the state to be properly formed
• no partner is personally liable for the obligations of the partnership
• partners are liable for their personal torts
• If a GP converts to an LLP, then partners remain jointly and severally liable for actions that took place before the conversion.

Question 2

Limited Partnership

Answer 2

• must file a certificate with the state to be properly formed
• at least one general partner msut be listed on the certificate filed with the state
• limited partners have limited liability (limited to their capital contribution)
• general partners are liable for all partneship obligations and manage control of the business