Also known as: limited liability limited partnerships · LLLP
Written by attorneys · grounded in primary & secondary sources — see below
A variant of the limited partnership in which general partners enjoy limited liability for the entity's obligations. The form is created by filing a certificate that elects limited liability limited partnership status. General partners receive the same liability shield available to partners in a limited liability partnership.
Landon Long and Lena Lawson file a certificate for their freight brokerage as a standard limited partnership under the name Lone Peak Logistics LP. They later begin using the name Lone Peak Logistics LLLP on all contracts and permits. A shipper later questions whether the name complies with statutory requirements for the entity actually formed.
Luke Latham and Luna Lang file a certificate electing limited liability limited partnership status for their energy venture and name it Lone Peak Energy LLLP. The certificate satisfies the naming statute. When a creditor later sues, the name on file confirms the partners' limited liability status.
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Loyal Insurance and Lorenzo Lugo operate their limited liability limited partnership without holding required meetings or keeping formal records. A creditor seeks to hold the general partner personally liable for an unpaid obligation. The court refuses to impose personal liability based solely on the failure to observe formalities.
A certificate of limited partnership must state that the entity is electing limited liability limited partnership status. Without that election in the filed certificate, the entity remains a standard limited partnership and general partners retain unlimited liability.
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No. The name of a limited partnership that has not elected limited liability limited partnership status must contain the phrase limited partnership or the abbreviation LP or L.P. and may not contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P.
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No. The statute provides that the failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on a general partner.
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The name of a limited liability limited partnership must contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and must not contain the abbreviation LP or L.P.
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