Also known as: LLLPs · limited liability limited partnership
Written by attorneys · grounded in primary & secondary sources — see below
A variant of the limited partnership in which general partners receive limited liability protection for the entity's obligations. The entity must use the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. in its name and may not use the abbreviation LP or L.P.
Lars Lindstrom and Lakeshore Industries formed a standard limited partnership to develop waterfront property. The certificate listed the entity as Lakeshore Waterfront LP. When the partners later marketed the venture as Lakeshore Waterfront LLLP to attract investors, the secretary of state rejected the materials because a non-LLLP may not employ that designation.
Lily Lopez and Lotus Pharmaceuticals formed a limited liability limited partnership to commercialize a new drug. The certificate and partnership agreement both elected LLLP status. When the partners attempted to register the name Lotus Drug Development LP, the filing office rejected it because an LLLP may not use the LP abbreviation.
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Lamar Lewis and Lighthouse Shipping operated a limited liability limited partnership that transported cargo. The partners occasionally failed to hold required meetings or maintain separate records. When a creditor sought to hold Lamar personally liable for a partnership debt, the court refused because failure to observe formalities supplies no ground for imposing liability on a general partner of an LLLP.
An LLLP must include the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. in its name. It may not include the abbreviation LP or L.P. These requirements ensure third parties receive accurate notice of the liability shield that extends to general partners.
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No. A limited partnership that has not elected LLLP status must use limited partnership or LP or L.P. and may not use limited liability limited partnership or LLLP or L.L.L.P. Using the LLLP abbreviation without the required election violates the naming statute and misleads creditors about partner liability.
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No. The statute expressly provides that failure of an LLLP 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 for partnership obligations.
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The filing office must reject the name. An LLLP is required to signal its status with an LLLP designation and is prohibited from using LP or L.P., which are reserved for ordinary limited partnerships.
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