Other types of partnerships

Question 1

Limited Liability Partnership Definition

Answer 1

LLP: Partnership where partner’s personal liability is ELIMINATED

Question 2

Is state filing required for LLP?

Answer 2

YES

Question 3

How to form LLP

Answer 3

To TRANSFORM general partnership to LLP, must VOTE to authorize transformation

(this is an extraordinary business measure, so default rule requires unanimous vote)

Question 4

Name of LLP: two possible endings

Answer 4

1) RLLP (Registered Limited Liability Partnership)

OR

2) LLP (Limited Liability Partnership)

Question 5

Liabilities for LLPs

Answer 5

Limited partners NOT personally liable for their OBLIGATIONS

Partners ARE personally liable for THEIR OWN misconduct or negligence, but not misconduct/negligence of other partners

Question 6

Terminating LLP status

Answer 6

Partners can VOLUNTARILY transform and cancel LLP status

OR state can revoke LLP status

Question 7

Limited Partnership definition

Answer 7

Partnership with at least one GENERAL partner and one LIMITED partner

Question 8

LP: general vs. limited partner

Answer 8

General partner: have personal liability

Limited partner: have limited liability

Question 9

Formation of LP: certificate requiremetns

Answer 9

1) Name of partnership (with “LP” at end)
2) in-state address
3) name of agent in state
4) names and addresses of all general partners
5) statement of duration
6) signed by general partner

Question 10

When does LP come into existence?

Answer 10

When filed OR

effective date (if included)

Question 11

Is substantial compliance sufficient to make LP effective?

Answer 11

YES