Other entities (LLP/LLC/etc.) Flashcards
Limited Liability Partnership
Just like general partnership, except for liability.
A partner is not personally liable for ANY LLP obligations except her own torts and those of someone under her supervision.
LLP is liable for torts committed w/i scope of its buisness and contracts executed by an agent acting with authority.
Formation LLP
- File Statement of Qualification with Dept of State
- Name must end with LLP, or registered LLP
- Annual report required (if status revoked, may apply for reinstatement w/i 2 years).
Limited Partnership (LP)
Has general partners (general liability) and limited partners (limited liability)
Limited partner not personally liable for debts of LP, EVEN if she participates in control.
Formation LP
- File Certificate of L.P. w/ Dept of State (if not filed, general partnership is presumed)
- Written agreement including value of each partner’s contributions
- Name must end with LP or Limited
- Annual report required
Contributions in LP
May be cash, property, or even services
Limited Liability Limited Partnership (LLLP)
Just like Limited Partnership, except general partners have limited liability.
Apparent authority continues for two years after dissociation (not one year as in general partnership)
Formation of Limited Liability Company
- File Articles of Organization with Dept of State
- Must end name with LLC or the like
- Managed by managers or members.
(FL Rule - If members manage, it’s in proportion to their current profit shares. If managers manage, it’s by majority and each has equal rights) - Annual Report required
- Taxed like a partnership (not like double taxation for corporations)
Liability in LLC
Members - limited liability, except for their own torts (or in professional LLC, those under a member’s direct supervision).
LLC - Liable for torts committed w/i scope of business and contracts executed by agent w/ authority.
