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Encyclopedia > Limited liability limited partnership
Business law
Business organizations
Basic forms:
Sole proprietorship
Corporation
Partnership
(General · Limited · LLP)
Cooperative
USA:
Business trust · LLC · LLLP
Series LLC
Delaware corporation
Nevada corporation
Commonwealth/Ireland/UK:
Limited company
(By shares · By guarantee)
(Public · Proprietary)
Civil law countries:
AB · AG · ANS · A/S · A/S
K.K. · N.V. · OY · S.A. · GmbH
European Company Statute
Doctrines
Corporate governance
Limited liability · Ultra vires
Business judgment rule
De facto corporation and
corporation by estoppel
Piercing the corporate veil
Related areas of law
Contract · Civil procedure

The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership, a form of business entity recognized under US commercial law. Like a limited partnership, an LLLP is a limited partnership and as such consists of one or more general partners and one or more limited partners. The general partners manage the LLLP, while typically the limited partners only have a financial interest. Image File history File links Scale_of_justice. ... Commercial law or business law is the body of law which governs business and commerce and is often considered to be a branch of civil law and deals both with issues of private law and public law. ... Business organizations is an area of law that covers the broad array of rules governing the formation and operation of different kinds of entities by which individuals can organize to do business. ... A sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. ... Corporate redirects here. ... A partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which all have invested. ... This article needs to be wikified. ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... A limited liability partnership (LLP) is a form of business organization combining elements of partnerships and corporations. ... For cooperative as used in biochemistry, see cooperative binding. ... A Massachusetts business trust or MBT is a legal trust set up for the purposes of business in the state of Massachusetts. ... A limited liability company (denoted by L.L.C. or LLC) is a legal form of business company in the United States (and also in United Arab Emirates) offering limited liability to its owners. ... A Series LLC is a special form of a Limited liability company that provides extra protection for personal assets comprised of multiple business entities. ... A Delaware corporation is a corporation chartered in the U.S. state of Delaware. ... It has been suggested that this article or section be merged into Nevada. ... It has been suggested that this article or section be merged into Limited liability company. ... A limited company by shares (limited or Ltd. ... In British or Irish company law, a Limited Company is a person on its own right. ... The initials PLC after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public. ... A Proprietary limited company or abbreviated as under Australian law is a business structure that has at least one shareholder with a limited number of shares. ... Civil law or continental law is the predominant system of law in the world, with its origins in Roman law, and sets out a comprehensive system of rules, usually codified, that are applied and interpreted by judges. ... Aktiebolag is the Swedish term for a corporation, i. ... The German term Aktiengesellschaft (IPA /aktsiəngəzεlʃaft/) (abbreviated AG) means a corporation which is limited by shares, , owned by shareholders. ... An ansvarlig selskap is a Norwegian personal responsibility company model, mainly used in small-to-medium businesses, which translates directly into Responsible Company. This reflects that the participants - or owners - are personally responsible for any outstanding debts the company would aquire. ... An Aktieselskab (abbreviated A/S) is the Danish name for a stock-based corporation. ... An aksjeselskap is the Norwegian term for a stock-based corporation. ... Business corporation ) is a type of corporation ) defined under Japanese law. ... The term Naamloze Vennootschap (usually abbreviated NV) is the Dutch terminology for a public limited liability company. ... Osakeyhtiö, directly translated as share corporation, is the Finnish equivalent of Limited company (Ltd or LLC) or Gesellschaft mit beschränkter Haftung (GmbH). ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... Gesellschaft mit beschränkter Haftung (GmbH or GesmbH) is a type of legal entity created in Germany in 1892. ... The Council Regulation on the Statute for a European Company of the European Union (adopted October 8, 2001; OJ L 294, 10 November 2001, pp. ... Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a corporation is directed, administered or controlled. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... Ultra vires is a Latin phrase that literally means beyond the power. ... The business judgment rule is a case law-derived concept in Corporations law whereby a court will refuse to review the actions of a corporations board of directors in managing the corporation unless there is some allegation of conduct that (1) violates (a) the directors duty of care, (b... De facto corporation and corporation by estoppel are both terms that are used by courts to describe circumstances in which is a business organization that has failed to become a de jure corporation (a corporation by law) will nonetheless be treated as a corporation, thereby shielding shareholders from liability. ... The corporate law concept piercing (Lifting) the corporate veil describes a legal decision where an officer, director, or shareholder of a corporation is held liable for the debts of the corporation despite the general principle that those persons are immune from suits in contract or tort that otherwise would only... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... Civil procedure is the body of law that sets out the process that courts will follow when hearing cases of a civil nature (a civil action, as opposed to a criminal action). ... The term business entity refers generally to any organization engaged in business activities, regardless of legal structure. ... United States may refer to: Places: United States of America SS United States, the fastest ocean liner ever built. ... Commercial law or business law is the body of law which governs business and commerce and is often considered to be a branch of civil law and deals both with issues of private law and public law. ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... A partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which all have invested. ...


The difference between an LLLP and a traditional LP is with respect to the general partner's liability for the debts and obligations of the limited partnership]]. In a traditional limited partnership the general partners are jointly and severally liable for the debts and obligations of the limited partnership; limited partners are not liable for those debts and obligations beyond the amount of their respective capital contribututions. A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ...


In an LLLP, by having the limited partnership make an election under state law, the general partners are afforded limited liability for the debts and obligatons of the limited partnership that arise during the period that the LLLP election is in place. Certain LLLP elections take the form of the limited partnership electing to be a limited liability partnership (this is the format used in, for example, Delaware) while in other states the election is made in the certificate of limited partnership (examples being Florida, Hawaii and Kentucky). Most states require that a LLLP identify itself in its name, but those requirements are not universal. A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... A limited liability partnership (LLP) is a form of business organization combining elements of partnerships and corporations. ... Official language(s) None Capital Dover Largest city Wilmington Area  Ranked 49th  - Total 2,491 sq mi (6,452 km²)  - Width 30 miles (48 km)  - Length 100 miles (161 km)  - % water 21. ... Official language(s) English Capital Tallahassee Largest city Jacksonville Largest metro area Miami Area  Ranked 22nd  - Total 65,795[1] sq mi (170,304[1] km²)  - Width 361 miles (582 km)  - Length 447 miles (721 km)  - % water 17. ... This article or section does not adequately cite its references or sources. ... Official language(s) English[1] Capital Frankfort Largest city Louisville Area  Ranked 37th  - Total 40,444 sq mi (104,749 km²)  - Width 140 miles (225 km)  - Length 379 miles (610 km)  - % water 1. ...


Because the LLLP is so new, its use is not widespread. Colorado, Delaware, Florida, Georgia, Maryland, Nevada, Texas and Kentucky all have adopted statutes that allow for the formation of LLLPs, usually as a conversion of an existing LP (the general partners might want to do this to reduce their legal liability). Official language(s) English Capital Denver Largest city Denver Area  Ranked 8th  - Total 104,185 sq mi (269,837 km²)  - Width 280 miles (451 km)  - Length 380 miles (612 km)  - % water 0. ... Official language(s) None Capital Dover Largest city Wilmington Area  Ranked 49th  - Total 2,491 sq mi (6,452 km²)  - Width 30 miles (48 km)  - Length 100 miles (161 km)  - % water 21. ... Official language(s) English Capital Tallahassee Largest city Jacksonville Largest metro area Miami Area  Ranked 22nd  - Total 65,795[1] sq mi (170,304[1] km²)  - Width 361 miles (582 km)  - Length 447 miles (721 km)  - % water 17. ... Official language(s) None (English, de facto) Capital Annapolis Largest city Baltimore Area  Ranked 42nd  - Total 12,417 sq mi (32,160 km²)  - Width 90 miles (145 km)  - Length 249 miles (400 km)  - % water 21  - Latitude 37°53N to 39°43N  - Longitude 75°4W to 79°33... This article does not adequately cite its references or sources. ... Official language(s) English (de facto) See also languages of Texas Capital Austin Largest city Houston Area  Ranked 2nd  - Total 261,797 sq mi (261,797 km²)  - Width 773 miles (1,244 km)  - Length 790 miles (1,270 km)  - % water 2. ... Official language(s) English[1] Capital Frankfort Largest city Louisville Area  Ranked 37th  - Total 40,444 sq mi (104,749 km²)  - Width 140 miles (225 km)  - Length 379 miles (610 km)  - % water 1. ...


The filing fees of a LLLP vs. a Limited Partnership are generally higher. In the case of Nevada, the Secretary of State charges $75 to register a limited partnership and $100 to register an LLLP. Additionally, the initial and annual report filing for an LLLP in Nevada is $175 vs. $125 for a Limited Partnership. A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... This article does not adequately cite its references or sources. ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ... This article does not adequately cite its references or sources. ... A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are one or more limited partners (LPs). ...


LLLPs are most common in the real estate business, although other businesses can use the form as well, for example, CNN. There exists significant questions regarding whether the limited liability provided general partners by the LLLP election will be effective in states that do not have an LLLP statute. [1] The Cable News Network, commonly known as CNN, is a major cable television network founded in 1980 by Ted Turner. ...


External links

  • Article on ItsSimple.biz Website

References

  • Secretary of State of Nevada Commercial Recordings Fee Schedule
  • Nevada Revised Statutes Chapter 88 (Limited Partnerships)

  Results from FactBites:
 
Limited Liability Partnerships and Limited Liability Limited Partnerships (2824 words)
OVERVIEW The limited liability partnership ("LLP") is a form of general partnership, created under state general partnership laws, in which partners are statutorily relieved of all or part of their personal liability for partnership liabilities, debts and obligations.
The Texas LLP statute is limited in scope and does not relieve general partners from liability for the partnership's non-malpractice contractual and tort liabilities.
The Colorado, Maryland, Minnesota, Oregon and Pennsylvania LLP statutes limit liability for all claims and are not limited to professionals.
Partnership - Ted T. Svitavsky, LLC, Attorneys & Counselors at Law (1162 words)
A general partnership is one which all the partners are equally liable for all partnership debts, while a limited liability partnership is one which some of the owners of the partnership are liable for partnership debts while other owners are not.
An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership.
When a limited partnership is formed, the surname of a limited partner shall not appear in the partnership name unless it is also the surname of a general partner or prior to the time when the limited partner became such, the business had been carried on under a name in which his surname appeared.
  More results at FactBites »

 
 

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