Limited Partnerships 2017-11-02T18:21:47+00:00

LIMITED PARTNERSHIPS IN NEVADA

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Unlike other forms of partnerships, limited partnerships give more protections than a traditional partnership and are most often used by professionals where individual liability is a concern. While the Limited Liability Partnership is used in a variety of business fields, it is a popular form of partnership used by architects, accountants, and even lawyers. Where as in a general partnership all partners are liable, under a limited partnership law, similar shareholders in a corporation or members in a limited liability company, limited partners have limited liability; hence the name “limited partnership.” Typically, you will see the “LP” or some other similar designation at the end of the business name indicating it is a limited partnership.

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In order to create a limited liability partnership, a certificate of registration along with the a list of general partners must be filed with the Nevada Secretary of State. The filings must state the name of the limited partnership, name and business address of the initial general partner, the latest date the partnership will dissolve. The limited partnership is not actually formed until the registration documents are filed and fees paid. If you have not met the filing requirements, you cannot represent you are a limited partnership, and doing so will subject you to state penalties.

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In addition, while the can be unlimited limited partners, there must be at least one general partner.  The general partner or partners are, in all major respects, have management control over the partnership, have rights to use partnership property, share profits generated by the partnership in agreed upon amounts, and also have joint and several liability for partnership debts.  Because there must be filings and agreements among the partners, it is key that your partnership agreement is properly drafted to protect your rights.  Without properly prepared documents you are only setting yourself up for litigation later.

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There are many benefits that come with filing as a limited partnership. Limited Partnerships receive the same federal income tax treatment as a general partnership. While it receives the same treatment as a general partnership, a limited liability partnership offers added protections from liability. A partner in a Limited liability partnership is not liable for the partnership debts, but only for the partner’s own conduct. Therefore a partner is shielded from another partner’s conduct.

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The limited liability partnership is a great way to operate a partnership without incurring liability for the conduct of other partners. While the limited partnership is viable, there are many other types of business entities that offer a variety of obligations and protections. The Dean Legal Group strives to inform clients about the rights, obligations, and protections each Nevada business entity offers. Schedule a consultation today, to meet with an attorney to discuss whether forming the limited liability partnership would be a good choice for you.

CONTACT OUR LAS VEGAS BUSINESS LAW ATTORNEY TODAY

If you need assistance with your limited partnership in Nevada or to schedule an appointment with an experienced Las Vegas Business Law Lawyer, call us now at 702-823-1354 or send us an e-mail. We are dedicated to helping you protect your rights and interests during the formation stages, operation of the limited partnerships, or when a partnership dispute arises.