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Limited Liability Partnerships

A limited liability (“LLP”) is almost the same thing as a general partnership (“GP” — which I wrote about a while back). The primary difference between a LLP and a GP is that the LLP has a broad limitation of liability for partners in a registered LLP. Under Missouri Statutory Section 358.150, partners generally enjoy limited liability in tort and contract for liabilities of the business. There is, though, one very important exception to this broad blanket of protection: a LLP partner will still be liable for his or her own negligence, wrongful acts, omissions, misconduct or malpractice under 358.150(3). While there are other statutory exceptions, this is the primary one to keep in mind.

Aside from the grants of limited liability, a distinct feature about the LLP are the procedural formalities that must be observed. As discussed, GPs do not need to file with the secretary of state to be a GP. Instead, all that is required to be recognized as a GP is that two or more persons carry on a business for profit. Among other things, there are three main formalities: 1) the LLP must be formed under an agreement governed by Missouri law; 2) must register with the Secretary of State formally; and 3) the name of the business must include the appropriate designation “L.L.P., LLP, etc.).

And, lastly, as with all business considerations, one should consider the tax consequences with a LLP. Generally, a LLP is treated as a GP for tax purposes, wherein its profits/losses/income pass through the business entity and to its partners (rather than being taxed at the business level, and then again at the partner level)

As for other thinks such as partnership property, funds, etc., the partnership agreement generally governs. If the agreement is written poorly or leaves provisions out, then the default statutory provisions will be plugged in.

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