Registered Partnership Having Limited Liability LLP

1
Registered Partnership Having Limited Liability
(LLP)

• Business Organizations I
• Mike Brigner, J.D.

2
Resources

• Text Chapter 5 ( see pp. 128-131 for more
  sources)
• Ohio R.C. Chapter 1775
• Go to http//www.state.oh.us/ohio/ohiolaws.htm
• And Secretary of State forms are at
  http//www.state.oh.us/sos

3
Why Go from LP to LLP?

• The Limited Partners WANT to participate in
  management of the business!

• The General Partners are TIRED of this unlimited
  liability business!
• The General Partners are TIRED of getting sued
  for the torts negligence of other partners!

4
How is an LLP Different from a Limited
Partnership?

• LP law allows agreements that protect limited
  partners from debt liability
• LLP law protects ALL partners with immunity from
  lawsuit liability

5
What Is an LLP?

• A business organization (usually professionals)
  called a registered partnership having limited
  liability
• Strictly a creature of statute
• Cannot form one by agreement
• Can form only by following state law

6
What Is an LLP?

• Changes PS law by blocking liability for wrongful
  acts omissions of other partners (such as
  malpractice)

7
What Is an LLP?

• But maintains pass-through taxation benefits of
  general partnerships (IRS Form 1065 and Schedule
  K)

8
What is limited in an LLP?

• The liability aspect of LLPs are governed in Ohio
  by R.C. 1775.14
• The law protects all partners in an LLP from all
  lawsuit liability for any negligence or wrongful
  acts by the PS, its agents, employees, or another
  partner

9
Whats Not Limited in an LLP?

• Theres no immunity for a partners own
• Negligence
• Errors
• Wrongful Acts
• Omissions
• Misconduct

• Including such wrongs committed while directly
  supervising any PS employee, agent,
  representative, or another partner (under R.C.
  1775.12 .13)

10
The Ohio Scheme (R.C. 1775.14)

• In Ohio Immunity from both tort and contract
  suits
• (So, Ohio is now a full shield state)

Ohio

• http//www.state.oh.us/ohio/ohiolaws.htm

11
The Ohio Scheme (R.C. 1775.14)

• In Ohio no liability insurance required to
  protect the public!
• See text page 125
• Read 2nd Paragraph

Ohio
12
Legal Requirements for LLP

• Governed by R.C. 1775.61 to .65
• Application for registration must be on SOS form
  R.C. 1775.61
• Application must state business address, or
  designate statutory agent, if principal place of
  business not in Ohio

13
Legal Requirements for LLP

• Application for registration must be signed by
  majority of partnership interests, or by
  designated partner
• Registration fee
• Annual reports required R.C. 1775.63

14
LLP Names - R.C. 1775.62

• Name shall contain the words "registered
  partnership having limited liability" or "limited
  liability partnership," or the abbreviation
  "P.L.L.," "PLL", "L.L.P.," or "LLP" as the last
  words or letters of its name

LLP
15
Growth Trends in LLPs

• See text page 127
• Role of Paralegal
• Text page 128

16
Registered Partnership Having Limited Liability
(LLP)

• Concluded Thank you
• Mike Brigner, J.D.