Florida Business Litigation: Limited Partnership, Limited Liability Partnership, and Limited Liability Limited Partnership. What is the difference?

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Florida Business Litigation: Limited Partnership, Limited Liability Partnership, and Limited Liability Limited Partnership. What is the difference?

August 29, 2018

By: The Carlin Law Firm, PLLC

A limited liability partnership (an “LLP”) offers a major advantage to a common law partnership, in that partners in a LLP are not personally liable for the LLP’s obligations.  A LLP is governed by the rules of the Revised Uniform Partnership Act (“RUPA”), except that, if a limited liability partnership also is a limited partnership, the Uniform Limited Partnership Act (“ULPA”) will govern all issues dealing with the limited partnership.

A limited partnership is comprised of one or more general partners and one or more limited partners.  It differs from a standard, non-statutory partnership in two at least ways: (i) a limited partnership is unknown at common law and is created under specific statutory authority; and (ii) the liability of a limited partnership for partnership debts is generally limited to the capital that he or she contributes to the partnership.  Limited partnerships are governed by the Florida Revised Uniform Limited Partnership Act of 2005.

A limited partnership may become a limited liability limited partnership by: (i) obtaining the approval by the vote necessary to amend the limited partnership agreement or, if specified, the vote necessary to amend the contribution obligations of the partners; (ii) filing a statement of qualification; and (iii) complying with the name requirements.  A limited liability limited partnership continues to be the same entity that existed before the filing of the statement of qualification.  The limitations on liability of partners in a limited liability partnership apply to both general and limited partners of a limited liability limited partnership.

If you need assistance for creating a partnership or litigating a partnership dispute, contact a Fort Lauderdale business lawyer at (954) 440-0901 for assistance.  The Fort Lauderdale business lawyers at The Carlin Law Firm, PLLC regularly represent partners with business structuring and litigating partnership disputes in state and federal courts.

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