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The limited liability limited partnership (LLLP) is a rather new form of business organization. Like a limited partnership, an LLLP consists of one or more general partners and one or more limited partners. The general partners get to manage the LLLP, while the limited partners only have a financial interest.

The difference between an LLLP and an LP is that the LLLP's general partners make a declaration or file with the state government to receive limited liability, in much the same way as partners of a limited liability partnership would. So an LLLP is basically an LLP superimposed over an LP: the limited partners are only liable for their investment so long as they don't try to manage the firm, and the general partners are only liable to the extent provided by statute. (Got that?)

Because the LLLP is so new, its use is not widespread. LLLPs are most common in the real estate business, although other businesses can use the form as well (one example you might have heard of: CNN).

The states that allow LLLPs:

  • Colorado
  • Delaware - The general partners can elect to file with the state as an LLP, but they need the consent of at least 50% of the limited partner interests, unless the partnership agreement leaves open the option to take LLLP status. 6 Del.C. § 17-214.
  • Florida - A majority of the general partners can add a clause to the partnership agreement stating that the LP is taking limited liability status. F.S. § 620.1406.
  • Georgia
  • Kentucky
  • Maryland
  • Texas - An LP can file with the state as an LLP. Tex.Bus.Org.C. § 153.351.
  • Virginia - An LP can file with the state as an LLP. Va.C. § 50-73.78.

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