It’s easy to form a partnership in Missouri because you don’t have to register general partnerships with the state. But general partnerships don’t give you limited liability. Instead, each partner has joint and several liability, which means each partner is liable for all of the partnership’s debts and obligations.
There are, however, other types of partnerships that offer some form of limited liability in Missouri. Unlike a general partnership, if you choose one of these forms of partnership, registration is required.
Registered Partnerships in Missouri
Limited partnerships. In a limited partnership, there are two types of partners: general and limited. It’s also important to know that at least one of the partners in a limited partnership has to be a general partner.
Like the partners in a general partnership, a general partner in a limited partnership continues to have liability for all of the debts and obligations of the limited partnership. Limited partners in a limited partnership, however, have limited liability, which means, unlike general partners, they aren’t responsible for the limited partnership’s debts and obligations.
To form and register a limited partnership, you will need to fill out a certificate of limited partnership and file the document with the Secretary of State.
Limited liability partnership (LLP). General partnerships can apply for registration as a limited liability partnership. A limited liability partnership is a partnership where every partner has limited liability protection, with one exception: Each partner can still be held liable for their own negligence or wrongful acts.
To register your general partnership as a limited liability partnership, you need to fill out an Application for Limited Liability Partnership and file the application with the Secretary of State. You’ll need to pay a registration fee, and you’ll also be required to renew your registration every year.
Aside from the limited liability protection that’s afforded to all partners and the need to file and pay for yearly renewal of your partnership registration, the limited liability partnership functions as the same general partnership it was prior to its registration as a limited liability partnership.
Limited liability limited partnership (LLLP). A limited liability limited partnership provides limited liability to all the partners in a limited partnership, including the general partners, with the exception that each partner remains liable for their own negligence or wrongful acts.
To register your limited partnership as a limited liability limited partnership, you will need to fill out an Application for Registration of a Missouri Limited Liability Limited Partnership and file the application with the Secretary of State. Just like a limited liability partnership, in addition to the initial registration, you’ll need to renew the registration every year.
Similar to limited liability partnerships, once registered, your limited liability limited partnership is still the same limited partnership it was before registration, with the only difference being the limited liability protection accorded to all partners, including the general partner.
Forming a Partnership? Consult a Business Lawyer
Depending on your circumstances, registering your partnership as one of these forms of partnerships that offer limited liability can be more complex than expected. To help you navigate through the process, speak with one of the business lawyers at Parks & Jones today.
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