HB0721 May, Brian H. Lakin, Scott

P R E F I L E D

HB 721 -- Limited Liability Partnerships

Co-Sponsors: May, Lakin

This bill creates the law of limited liability partnership (LLP). The bill sets forth requirements for registering an LLP with the Secretary of State. Time restrictions, procedure, and fees for filing are set forth. Knowingly falsifying information in the application for an LLP is a class A misdemeanor. The name of an LLP must be unique, and may be reserved. The procedure for this reservation and the fee are provided. An LLP must have a registered office in the state, and a registered agent for service of process. Procedure and fees for the filing of an agent and for the changing of agents are provided. Fees are established for acquiring copies of files of any registered LLP. An LLP may do business and exercise the powers granted by the bill anywhere in the world. An LLP registered in another state may do business in this state but is required to register in this state. Procedure and fees for filing are set forth. An LLP or any other partnership formed in another jurisdiction is bound by the laws of that jurisdiction. A regular partnership may be changed to an LLP without going through a dissolution process.

In an LLP, a partner is not liable, including by way of indemnification or contribution, for debts or obligations chargeable to the LLP, whether by tort, contract, or otherwise, arising from the negligence, misconduct, or malpractice of another partner or an employee, agent, or representative of the LLP. A partner is liable for his own acts, and for those of any person under his direct supervision and control. Absent such personal culpability, a partner is not a proper party to a proceeding by or against an LLP. Partners will be liable for all state and local LLP taxes or fees.

The bill also changes the definition of bankrupt to include a debtor subject to either an insolvency proceeding under state law, or a petition filed under the Federal Bankruptcy Code.