Limited Liability Partnerships

Question 1

Limited Liability Partnership

Answer 1

a partnership where the partners are not personally liable for the partnership’s obligations.

Question 2

How is an LLP created?

Answer 2

1) the partners must vote to amend the partnership agreement; 2) the partnership must file a statement of qualification with the secretary of state containing the contact information for the partnership, a statement that it intends to become an LLP, and a deferred effective date.

Question 3

What must be changed about a partnership’s name when it becomes an LLP?

Answer 3

the letters LLP or RLLP must be at the end of the name.

Question 4

Is a partner to an LLP liable for torts committed by the LLP?

Answer 4

no

Question 5

Is a partner to an LLP liable for torts or breaches of contract committed by a fellow partner?

Answer 5

no

Question 6

When is a partner to an LLP liable for breach of contract or a tort?

Answer 6

where the partner personally committed or took part in the breach or tort.

Question 7

Can a partner seek contribution from an LLP for an obligation she incurred personally on behalf of the LLP?

Answer 7

no, that is the trade of an LLP: partners are not personally liable for obligations, but that prevents them from being able to seek indemnification for obligations.