Nevada Limited-Liability Limited Partnership (Nevada LLLP)
The Nevada Limited-Liability Limited Partnership (or "LLLP" as it is commonly referred to), is a
fairly new development in the corporate entity world. It is best classified as a hybrid of the Limited
Partnership.
Like the Limited Partnership, the LLLP is a generally considered a joint venture between two or more
individuals and/or other business entities. It is a legal entity which is separate from it's owners
and operators. For tax purposes, the LLLP benefits from pass through taxation just like the Limited
Partnership.
A LLLP consists of one or more General Partners and one or more Limited Partners.
The General Partner is the person or the company in charge of managing the day-to-day operations
of the LLLP. Unlike the Limited Partnership however, in a LLLP, the General Partner actually has Limited
Liability. This can be very advantageous to a General Partner who is looking for additional protection.
Just like in the Limited Partnership, in a LLLP, the Limited Partner is a person or a company that
is typically passivley involved in the operations of the Limited Partnership. Limited Partners often appear
as investors, or owners who provided certain resources necessary for the Partnership to come into existence,
however, they do not necessarily play an active role in the management of the entity. In the event of
litigation, the liability of the Limited Partner(s) is limited in a LLLP.
Forming A Nevada Limited-Liability Limited Partnership
In order to form a Nevada Limited-Liability Limited Partnership, the following documents will need to
be filled out and filed with the Nevada Secretary of State:
- Certificate of Limited Partnership
- Certificate of Registration of a Limited-Liability Limited Partnership
- Initial List of General Partners and Nevada State Business License
Certificate of Limited Partnership
The formation process of a LLLP is quite similar to that of the LP, with one additional step.
You will first start by forming a LP with the Nevada Secretary of State. To do this, you will need
to fill out and file the Nevada Secretary of State's "Certificate of Limited Partnership." A template
of this document can be downloaded directly from the Nevada Secretary of State's website.
Certificate of Registration of a Limited-Liability Limited Partnership
Once the Certificate of Limited Partnership is complete, you will need to complete the "Certificate of
Registration of a Limited-Liability Limited Partnership." This document will actually convert the
Limited Partnership to the LLLP.
Initial List of General Partners & Nevada State Business License
Once the LP has been formed and then converted to the LLLP, the Nevada Secretary of State also requires
all Limited-Liability Limited Partnerships to file what's called an "Initial List of General Partners"
(also known as the "Initial List"). This document will list the name, and the address of each General
Partner for the Partnership.
Note: The State of Nevada does not require you to furnish a list of the Limited Partners,
only the General Partners.
The Nevada State Business License will also be included and addressed on the form for the Initial List
of General Partners. This allows you to take care of two State requirements with one form.
Nevada Limited-Liability Limited Partnership Filing Fees
Need to know the fees associated with your Nevada Limited-Liability Limited Partnership?
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