Limited Liability Partnerships

In contrast to general partnerships, limited partnerships consist of one or more general partners and one or more limited partners.  General partners are personally liable for debts of the partnership and conduct the day-to-day business of the partnership. 
The limited partners enjoy limited liability.  However, they can lose such limited liability if they perform any function within the partnership other than invest capital.  Limited partnerships are taxed only at the individual level.  Minnesota has adopted the Revised Uniform Limited Partnership Act, which creates default rules if the limited partnership does not have a partnership agreement.  At Klun, we can assist you by creating a limited partnership.

A general partnership may also elect to be a Limited Liability Partnership (LLP).  Unlike a limited partnership, an LLP allows all the partners to enjoy limited liability and participate in the day-to-day functions of the partnership.  A Minnesota LLP is governed by Minn. State. Sec. 323A.1001.  It is also taxed at the individual level.  To register an LLP with the State of Minnesota, a State of Qualification form is required along with a filing fee of $135.00.  Annual renewal is required.  At Klun, we can assist you in setting up and maintain your general or limited liability partnership.

Unfortunately, the LLP is not recognized in all states, so if your business is going to operate in states other than Minnesota, you may want to consider another business form. 
Minnesota also allows a business to be set up as a Limited Liability Limited Partnership (LLLP).  Governed by Minn. Stat. Sec. 322A.88, the LLLP provides for limited liability protection for general and limited partners of the LLLP.