LAW2150 Chapter 17

limited liability limited partnership (LLLP)

A type of limited partnership. The difference between a limited partnership and an LLLP is that the liability of the general partner in an LLLP is the same as the liability of the limited partner. That is, the liability of all partners is limited to the amount of their investments in the firm.

limited liability company

Combines limited liability aspects of the corporation and tax advantages of a partnership.

Member

Owners of the LLC Limited liability company

certificate of limited partnership

The document filed with a state that creates a limited partnership.

articles of organization

document used to create a limited liability company. Its purpose correspond to the purpose of the articles of partnership and the articles of incorporation

limited liability partnership (LLP)

A form of partnership that allows professionals to enjoy the tax benefits of a partnership while limiting their personal liability for the malpractice of other partners.

family limited liability partnership (FLLP)

A limited liability partnership (LLP) in which the majority of the partners are persons related to each other, essentially as spouses, parents, grandparents, siblings, cousins, nephews, or nieces. A person acting in a fiduciary capacity for persons so related could also be a partner. All of the partners must be natural persons or persons acting in a fiduciary capacity for the benefit of natural persons.

limited partnership (LP)

A partnership consisting of one or more general partners (who manage the business and are liable to the full extent of their personal assets for debts of the partnership) and one or more limited partners (who contribute only assets and are liable only to the extent of their contributions).

general partner

In a limited partnership, a partner who assumes responsibility for the management of the partnership and liability for all partnership debts.

limited partner

In a limited partnership, a partner who contributes capital to the partnership but has no right to participate in the management and operation of the business. The limited partner assumes no liability for partnership debts beyond the capital contributed.

Operating agreement

Is analogous to corporation's bylaws. Operating agreements may be oral and contain provisions relating to management, dividends, meetings, transfer of membership interests, and other significant issues. Generally, if the operating agreement is silent, courts will apply partnership principles.