The Nevada (87A) Amendment to Limited-Liability Limited Partnership (NRS CHAPTER87A) is a legal framework that allows for the formation of a limited liability limited partnership (LL LP) in the state of Nevada. An LL LP is a type of business entity that combines the limited liability of a corporation with the tax benefits of a traditional partnership. The Amendment outlines the requirements for the formation of an LL LP in Nevada, including the filing of an article of amendment and the payment of a filing fee. It also outlines the rights and responsibilities of partners in an LL LP, including the management of the partnership, the distribution of profits, and the dissolution of the partnership. The Nevada 87A Amendment also allows for the creation of multiple classes of partners with different rights; this is often used for venture capital investments, where each class of partners has different rights in terms of voting, profit share, and management oversight. Finally, the Amendment also establishes rules for the transfer of partnership interests, including restrictions on the transfer of interests to non-partners.
Nevada (87A) Amendment to Limited-Liability Limited Partnership(NRS CHAPTER87A)
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FAQ
Liabilities of Limited Partners: A limited partner's liability is limited to the amount of his or her capital contribution as long as he or she does not participate in management. In this sense, the LP partner is like a shareholder in that only a certain amount of capital is at risk.
Unlike an LLC (Limited Liability Company), all partners have limited liability protection, which means they are not personally liable for the debts and obligations of the LLP. This makes an LLP a good choice for businesses that involve multiple owners, as each partner has their own protected interests.
An LLC offers personal liability protection from any debts or lawsuits filed against the business for all individual members. With an LLP, partners are personally liable, but only for their own negligence. This means that one partners is not held responsible for the actions of another partner.
The LLP business form comes with a significant tax advantage over the LLC form. Under the LLP model, the partners in law firms can pass their profits or losses to their own individual tax returns come income tax time, meaning that the firm itself doesn't have to file a tax return.
Choosing to run your company as an LLC or LLP depends upon your profession and your state. If you're a professional who needs a license to do business, you're better off running your company as an LLP if your state allows it. If you are not a professional, an LLC is usually the best fit for your business.
Limited Liability Partnership (LLP) A limited liability partnership is similar to a limited liability company (LLC) in that all partners are granted limited liability protection. However, in some states the partners in an LLP get less liability protection than in an LLC. LLP requirements vary from state to state.
The limited partner is only liable for the sum of their capital contribution ? also called a liability sum. Unlike a general partner, a limited partner only has limited liability, regardless of whether they have made the contribution specified in the register.
Another difference between the two Chapters would be that Chapter 88 requires a dissolution date for your LP, while 87A allows for your limited partnership to exist forever. Regardless of the type of limited partnership, the partnership must register as such with the Nevada Secretary of State.