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Limited Liability Limited Partnership (LLLP)

Formation of Limited Liability Limited Partnership (LLLP)
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Category : > Limited Liability Partnerships (LLP/LP)
Posted On : Tue Apr 10th,2012

Formation of Limited Liability Limited Partnership (LLLP)


An LLLP is a new modification of the limited partnership. Similar to a limited partnership, the LLLP consists of one or more general partners and one or more limited partners. The key advantage of this form of ownership is that the general partners receive limited liability on the debts and obligations of the LLLP. However, an LLLP that is formed under the laws of another state must register with the  Secretary of State prior to conducting business in the state.

Key Features

  • The general partners manage the business operations of the LLLP, while the limited partners typically only maintain a financial interest.
  • The LLLP is a flexible form of business.
  • It is designed to offer limited liability to all partners in the partnership.
  • The partners will decide the structure of the organization and the distribution of profits and losses. A formal, written partnership agreement is advisable.
  • An LLLP does not pay income tax. However an LLLP must pay an annual tax of $xxx. The items of income, deductions, and credits "flow down" from the partnership to each partner through the Schedule K-1. Each partner is responsible for paying taxes on their distributive share.
  • An LLLP remains in in existence until any agreed upon termination date.

Filing Guidelines

  • Every LLLP that engages in a trade or business or earns income from  sources and every LLLP that registers with the  Secretary of State is required to file taxes as per the state guidelines.
  • The LLLP provides each partner with a schedule K-1 that states the partner’s distributive share of the partnership's (LLLP's) items of income, deductions, and credits.
  • The return due date is the 15th day of the 4th month after the close of the taxable year.
  • An LLLP must pay an annual tax.

Estimated Tax

  • No estimated tax requirements.
  • The LLLP may be required to withhold taxes if the partnership distributes source taxable income to a nonresident partner.

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Comments (2)
John   wrote on : Mon Apr 30th,2012
We are trying to set up an LLP in Canada with a U.S. entity? HELP!!!      View Detail
Reply :
Dear John,

Thanks for choosing for your business needs. We only register LLP in USA not in Canada. We can only help you if you want to Form LLP in United States.

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Brenda   wrote on : Fri May 15th,2015
I went the rough incorporation of our company in Delaware, and was about to set up an LPin WA, then learned about LLLP's from my accountant just this morning. He is of the belief that this is a better way for me to set up my business in the USA. I am a Canadian citizen and a non-resident of the USA. I also would like to know if I need to set up LLLP's in each state that I want to do my real estate investing in, or is one LLLP good for all states. I was told that an LLLP set up in Florida could buy property in Washington state. I want to follow the rules, but minimize the taxes paid out. PS My husband will be my partner (also Canadian citizen and non resident of the USA).      View Detail
Reply :

Set up LPs (Limited Partnerships)

You are required to incorporate business where ever you are physically operating business or buying properties. For example if you have an investment property in NY then you are required to incorporate in NY, if you have another investment property in New Jersey then you are required to incorporate in NJ too........................You can also call us at 516.822.3100516.822.3100 to discuss it in person.

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