Partnerships & Limited Partnerships & Family L.P.'s

 

A Partnership is "an association of two or more persons to carry on as co-owners a business for profit". In Nevada we now have Limited-Liability Limited Partnerships. The limited Liability clause has limited consequences to the partners. The use of title "Family" L.P. is a title which describes what might be in the partnership agreement, the filing itself is an L.P. For further Family Partnership and Living Trust information see Family Limited Partnership and Trust.

Limited Partnerships combine the limited liability benefits of incorporating with the pass-through taxation of partnerships.  At least two persons are required to form a Limited Partnership - one General Partner and one Limited Partner. Each Limited Partner is limited in liability to the amount of capital contributed, and items of profit and loss pass through to the individual. Limited Partnerships are formed and managed by the General Partner(s), and Limited Partners are not required for the organization. Limited Partners do not participate in the operation of the partnership. Because partners’ interests may not be freely traded, Limited Partnerships should not be formed if liquidity of investments is desired. In Nevada we now have Limited-Liability Limited Partnerships. The limited Liability clause has limited consequences to the partners.

Subsequent persons may be admitted as General Partners or Limited Partners, pursuant to established partnership agreements or to unanimous consent. The contribution and distribution of capital is generally allocated in the partnership agreement. Changes in the allocation may be made by unanimous consent or as stipulated in the partnership agreement. Limited Partnerships can not operate in perpetuity; a dissolution date must be submitted at the time of organization. The aforementioned characteristics of a Limited Partnership should be compared to those of a Limited Liability Company when deciding which business entity best fulfills your needs. See Charts or ease see Limited Liability Company Organization for further information to help determine which entity is appropriate for your situation.

Limited Liability of a Limited-Liability Limited Partnership per NRS 88.608  Liability of partner for debt or liability of partnership.

      1.  Unless otherwise provided by the articles of organization or partnership agreement, a partner of a registered limited-liability limited partnership is not personally liable for a debt or liability of the registered limited-liability limited partnership unless the trier of fact determines that adherence to the fiction of a separate entity would sanction fraud or promote a manifest injustice.

      2.  For purposes of this section, the failure of a registered limited-liability limited partnership to observe the formalities or requirements relating to the management of the registered limited-liability limited partnership, in and of itself, is not sufficient to establish grounds for imposing personal liability on a partner for a debt or liability of the registered limited-liability limited partnership.

To order a Partnership see Basic Limited and General Partnership Order form or Limited & General Partnership complete business package.

 

 

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