|
The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership, a form of business entity recognized under United States commercial law. An LLLP is a limited partnership and as such consists of one or more general partners and one or more limited partners. Typically, while the general partners manage the LLLP, the limited partners' interest is purely financial. ==LLLP versus LP== The difference between an LLLP and a traditional limited partnership lies in the general partner's liability for the debts and obligations of the limited partnership. In a traditional limited partnership the general partners are jointly and severally liable for its debts and obligations; limited partners are not liable for those debts and obligations beyond the amount of their capital contributions. In an LLLP, by having the limited partnership make an election under state law, the general partners are afforded limited liability for the debts and obligations of the limited partnership that arise during the period that the LLLP election is in place. Certain LLLP elections take the form of a limited partnership electing to be a limited liability partnership (this is the format used in Delaware, for example) while in other states the election is made in the certificate of limited partnership (examples being Florida, Hawaii and Kentucky). Most states require that an LLLP identify itself in its name, but those requirements are not universal. Because the LLLP is so new, its use is not widespread. Arkansas, Arizona, Colorado, Delaware, Florida, Georgia, Maryland, Nevada, Texas, and Kentucky have all adopted statutes that allow formation of an LLLP, usually as a conversion of an existing limited partnership (the general partners might want to do this to reduce their legal liability). The filing fees of an LLLP vs. a limited partnership are at times higher. In the case of Nevada, the Secretary of State charges $75 to register a limited partnership and $100 to register an LLLP. Additionally, the initial and annual report filing for an LLLP in Nevada is $175 vs. $125 for a limited partnership. Conversely, in Kentucky the filing fee for a limited partnership is no higher if the partnership elects to be an LLLP. LLLPs are most common in the real estate business, although other businesses can also use the form, for example, CNN. There are significant questions about whether the limited liability provided to general partners by the LLLP election will be effective in states that do not have an LLLP statute. 抄文引用元・出典: フリー百科事典『 ウィキペディア(Wikipedia)』 ■ウィキペディアで「limited liability limited partnership」の詳細全文を読む スポンサード リンク
|