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What is a Limited Liability Partnership?

A limited liability partnership is a partnership in which a partner’s personal assets are shielded from claims for negligence, malpractice or other wrongful acts committed by other partners or the employees those partners directly supervise.

  • A limited liability partnership does not shield any partners against their own acts, omissions or other partnership obligations.
  • Each limited liability partnership must have and maintain a registered office that may or may not be a place of business in Kansas.
  • Additionally, each limited liability partnership must have and maintain in the State of Kansas a resident agent which may be an individual or a domestic or foreign business entity, such as a corporation, a limited partnership, a limited liability company, a business trust authorized to do business in this state, or the limited liability partnership itself.
  • Registration with the Office of the Secretary of State is required.
  • Interests in the limited liability partnership may be required to be registered with the Office of the Securities Commissioner.

Advantages

  • Investors have liability limited to their respective investments in the partnership.
  • The limited liability partnership is a separate entity and may sue and be sued, own property, protect its partners from unlimited liability, raise capital by selling interest in the partnership, borrow money and exist independently of its partners’ mortality.
  • The limited liability partnership does not have to be reformed every time a partner dies.
  • The limited liability partnership can be perpetual.

Disadvantages

  • They require advanced accounting.
  • Annual reports must be made to the Office of the Secretary of State.

Tax Implications

  • A Limited Liability Partnership is required to apply for a Federal Employer Tax Identification Number, IRS Form SS-4.
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