Florida Corporations & Florida LLC's

 

FLORIDA LIMITED LIABILITY LIMITED PARTNERSHIP W/OPERATING AGREEMENT $1500.00

-The Florida Limited Liability Limited Partnership remains the preferred form of Limited Partnership. The LLLP provides that obligations of a partnership incurred while it is an LLLP, whether arising in contract, tort or otherwise, are solely partnership obligations.  Accordingly, none of the partners are personally liable on those capacities for such obligations.  That feature is why the LLLP form of partnership remains the preferred form of a Limited Partnership. You may run into an exception where the general partner’s liability feature of a LP is required by lenders or other creditors. 

-A FLORIDA LLLP is like a general partnership; however it has two types of partners. A LLLP must have at least one general partner who manages the business. An LLLP also has a Limited Partner who is typically an investor who contributes capital to the business yet is not involved whatsoever in the management. The Limited Partner is not personally liable for business debts and claims as long they never participate in management.

If you want to protect the general partner of your current Limited Partnership it is wise to transform the LP to an LLLP.

-Income Taxation. For income tax purposes, LLLPs generally are treated like general partnerships, with all partners individually reporting and paying taxes on their share of the profits each year. The LLLP files an informational partnership tax return of income, and each partner receives IRS Schedule K-1 (1065), Partner's Share of Income, Credits, Deductions, etc. from the partnership. Each partner then files this form with their individual IRS 1040 tax return. Limited partners, as a rule do not have to pay self employment taxes because they are not active in the business, their share of partnership income is not considered “earned income” for purposes of the self-employment tax.

 

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