Frequently Asked Questions

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+ What is the difference between a limited partnership, a limited liability partnership, and a limited liability limited partnership?
  • A limited partnership is a statutory entity created by filing a certificate of limited partnership with the Secretary of State; a limited partnership must have at least one general partner and at least one limited partner.  A general partner is liable for the obligations of the limited partnership, while the limited partner has no personal liability for the same.
  • A limited liability partnership is a general partnership that elects limited liability partnership status by filing an application for limited liability partnership registration.  Upon securing such registration, all partners in the limited partnership, though they remain general partners, are afforded the same liability protection enjoyed by limited partners in limited partnerships.  Other than this limited liability component, a limited liability partnership maintains all the other characteristics of a general partnership.
  • A limited liability limited partnership (LLLP) is a limited partnership that elects limited liability limited partnership status by filing an application for LLLP registration.  Upon securing such registration, all partners in the limited partnership, including the general partners, are afforded personal liability protection.  Other than the limited liability component, an LLLP maintains all other characteristics of a limited partnership.
+ Are partnerships required to file annual reports with the Secretary of State?
No, though certain types of partnerships may be required to complete certain types of annual filings or renewals with the Secretary of State.  General partnerships do not file any documents whatsoever with the Secretary of State, and limited partnerships are not required to make an annual filing.  Registration as a limited liability partnership or an LLLP is only valid for one year, but such registration may be renewed on a yearly basis by filing a renewal form with the Secretary of State.
+ What is the difference between a general partner and a limited partner?
A general partner, who is usually charged with operation and day-to-day management of the partnership's affairs and business, takes on personal liability for the obligations and debts of the partnership and the actions of the other partners.  A limited partner is shielded from such liability and traditionally is not as involved in the day-to-day affairs of the limited partnership.  Until recently, a limited partner's shield from liability was threatened or removed if the limited partner became involved in the management or operation of the limited partnership; but, in 1997 changes to the laws regulating limited partnerships allowed a limited partner to participate in limited partnership management without risking liability for the limited partnership's obligations.
+ Limited Partnerships
+ Who signs amendments to the certificate of limited partnership?
Amendments must be signed by at least one existing general partner and all new general partners identified in the amendment as new general partners.
+ Can the Secretary of State cancel, dissolve, or terminate a limited partnership?
The Secretary of State can cancel an existing limited partnership certificate, or reject or disapprove a certificate, if a limited partnership fails to maintain a registered agent, fails to pay required filing fees, or engages in certain prohibited activities related to fraud or deception.
+ Limited Liability Partnerships
+ Who signs a partnership's application (or reapplication) for registration as a limited liability partnership?
The application (and reapplication) should be signed by a majority of the partners or by one or more partners authorized to sign the application on behalf of the partnership.  If the application is signed by an authorized partner or partners, no evidence of such authority needs to be filed or provided to the Secretary of State.
+ What fees do I pay to register as a limited liability partnership?
The registration fee for a limited liability partnership is $25 for each partner in the partnership, with the total fee not to exceed $100.
+ What fees do I pay to renew limited liability partnership registration?
The renewal fee for a limited liability partnership is $100 plus, if the renewal increases the number of partners, $50 for each partner added, with the renewal fee not to exceed $200.
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