Also known as: limited liability limited partnership · LLLP · LLLPs
Written by attorneys · grounded in primary & secondary sources — see below
A variant of the limited partnership in which general partners receive a liability shield for the entity's obligations. The entity must satisfy statutory formation requirements and use a name containing the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. while omitting the abbreviation LP or L.P.
Lucia Lopez and Lunar Dynamics filed a certificate forming Apex Freight LP as a standard limited partnership. They immediately began signing contracts and permits under the name Apex Freight LLLP. A supplier later sued and challenged the name as noncompliant. The court held the name invalid because a non-LLLP limited partnership may not use the LLLP designation.
Leonard Lowe and Lexicon Media filed a certificate electing limited liability limited partnership status for their media venture. They used the name Lexicon Media LLLP on all filings and marketing. A lender questioned whether the abbreviation satisfied the statute. The court confirmed the name complied because an LLLP must contain the LLLP phrase or abbreviation and may not use LP.
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Luna Lang and Linden Logistics operated Linden Logistics LLLP but failed to hold annual meetings or maintain separate records. A creditor sought to pierce the shield and hold Luna personally liable for an unpaid debt. The court refused, holding that failure to observe formalities does not impose liability on a general partner of an LLLP.
The name must contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P. and must not contain the abbreviation LP or L.P.
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The name must contain the phrase limited partnership or the abbreviation LP or L.P. and may not contain the phrase limited liability limited partnership or the abbreviation LLLP or L.L.L.P.
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No. The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on a general partner.
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No. A limited partnership remains the same separate legal entity before and after an amendment that adds limited liability limited partnership status. The amendment affects only the liability shield available to general partners.
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No. Using the LLLP phrase or abbreviation without a proper election in the certificate violates the naming statute and leaves the general partner exposed to personal liability.
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