Setting Up a Limited Liability Partnership ("LLP")
Limited Liability Partnerships
A limited liability partnership (“LLP”) is a partnership in which a partner’s personal liability for obligations of the partnership is eliminated. To enjoy LLP status, the partnership must file a statement with the state. In other respects, an LLP is governed by the same rules as a partnership.
Formation
An LLP is formed by filing a statement of qualification with the state. LLP status is effective on the date that statement is filed, unless a later date is specified in the statement. The filing of a statement of qualification to transform a partnership into an LLP does not create a new partnership. In California, one must complete form LLP-1, which may be found here. This is consistent with the minimum filing requirements of the California Corporations Code. Statutory requirements are found in section § 16953 for CA registered LLPs and in section § 16959 for foreign LLPs). The form filing fee is $70 as consistent with California Government Code Section § 12189.
Authorization
The transformation of a partnership into an LLP must be approved by the vote necessary to amend the partnership agreement. If the partnership agreement is silent on this voting requirement, the approval of the transformation requires the approval of all partners.
Name
The name of an LLP must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,”or “LLP" in accordance with Section § 16958.
A partnership agreement cannot vary the law applicable to LLPs.
Liabilities of Partners to the Partnership
A limited partner in an LLP is not personally liable for an obligation of an LLP, regardless of the type of obligation. A limited partner is personally liable for his own personal misconduct.
An obligation of an LLP is solely an obligation of the partnership, notwithstanding a contrary provision in the partnership agreement that existed before the vote to transform from a partnership to an LLP. The LLP’s assets may be reached to satisfy an LLP obligation.
Termination of LLP Status
The cancellation of a statement of qualification transforms the LLP into a simple partnership but does not trigger dissolution. The state may revoke the statement of qualification of an LLP for the failure to file an annual report; this revocation has the same effect as cancellation.
The form to establish an LLP may be found here: http://bpd.cdn.sos.ca.gov/llp/forms/llp-1.pdf, however, it is beneficial to retain experienced and professional attorneys in order to properly set up your LLP. Please call Aziz Legal by phone at (408) 203-4627 or email us at abid@azizlegal.com.
This article is merely informational and is not intended to be used as legal advice. Use of any information from this article is for general information only and does not represent personal legal or tax advice, either express or implied. Readers are encouraged to consult Aziz Legal, or another attorney, for any specific legal matters.
