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California LLP 2017-10-02T19:40:31+00:00

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California LLP San Diego

California LLP San Diego Summary

A California LLP (limited liability partnership) provides certain, licensed professionals the ability to perform services in association with other licensed professionals in the same profession without the tortious conduct of one partner being a liability for the other partners. The advantages of a California limited liability partnership are:

• Equal right of control in the California LLP;

• Lack of financial liability between partners of the California LLP;

• Simplified governance of business formalities in the California LLP.

A California LLP may only have certain, licensed professionals as partners (e.g. attorneys, accountants, and architects) who are permitted to perform services as a California limited liability partnership. Not all licensed professions may operate in the California LLP form as a California limited liability partnership.

Formation of a California LLP by San Diego Corporate Law includes an attorney-drafted limited liability partnership agreement, drafting and filing of an Application to Register a Limited Liability Partnership with the California Secretary of State, and a federal EIN application.

Starting From:

$1,820

CA Bar Certification:

$775

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California LLP San Diego Details

Overview

A California limited liability partnership is essentially a general partnership that provides limited liability to the general partners. A California limited liability partnership is required by law to provide insurance, have a security deposit with a financial institution, or have sufficient net worth to provide for claims against the LLP.

Restrictions

A California LLP may only have certain, licensed professionals as partners (e.g. attorneys, accountants, and architects) who are permitted to perform services as a limited liability partnership.

Formation

A California LLP is formed by filing an executed Application to Register a Limited Liability Partnership with the California Secretary of State. California Corporations Code § 16953(a)-(c). The filing fee for an Application to Register a Limited Liability Partnership is $70.00. California Government Code § 12189(a).

A California limited liability partnership must provide security for claims against it using either insurance, a deposit with a financial institution, or the meeting of statutory net worth requirements. California Corporations Code § 16956.

Every California LLP that provides legal services is required to register with the State Bar of California.

Personal Liability

A partner of a California limited liability partnership is not personally liable for the debts and/or obligations of the LLP.

A partner of a California limited liability partnership is not responsible for the tortious conduct of other partners unless: (1) the LLP is not properly registered as an LLP; (2) the LLP is a legal services LLP not registered with the State Bar of California; or (3) the security requirements are not met. A partner may not limit the liability of his or her own tortious conduct with a California LLP. California Corporations Code § 16306(c)-(e).

Anonymity

The names of partners in a California LLP are public record.

Management

A California LLP is managed by its partners.

Capitalization

Partners of a California limited liability partnership capitalize the business with the personal contributions from the partners and/or borrowed capital.

Securities Issues

No securities issues exist in a California limited liability partnership.

Taxation

A California limited liability partnership is taxed as a general partnership by default.

Ownership Changes

The transfer of an interest in a California limited liability partnership may be made only to a licensed professional transferee of the same type as the transferor (e.g. attorney to attorney, accountant to accountant, architect to architect, etc.).

Termination

A California limited liability partnership continues to exist until a notice of cessation is filed with the Secretary of State or until the LLP has been dissolved and wound up. California Corporations Code §§ 16953(e), 16954(b).

Pricing Assumptions

The organization of a California Limited Liability Partnership for $1,820.00 assumes a single class of partnership and acceptance by all proposed partners of the first draft of the limited partnership agreement. Negotiated amendments to the partnership agreement available at hourly rates.

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