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LLPs and LLLPs<br />
� Limited Liability Limited Partnership (LLLP)<br />
� Similar to a limited partnership, but grants general partner limited liability as well<br />
(somewhat similar to making a corporation the general partner).<br />
� Limited Liability Partnership [Article 10 of RUPA]<br />
� Acts like a general partnership, but with limited liability.<br />
� Formed by filing a ‘statement of qualification’ (usually, with the state’s Secretary<br />
of State).<br />
� General partnership may convert to LLP. Conversion does not cause a<br />
dissolution [RUPA §201(b)]<br />
� Liability – RUPA §306(c): “An obligation of [a limited liability partnership]… is<br />
solely an obligation of the partnership… A partner is not personally liable… solely<br />
by reason of being… a partner.”<br />
� Some states restrict the liability limitation to tort actions, and leave contract<br />
liability unlimited.<br />
(c) 2004 268
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