The reference to a "partnership" in the definition of a limited liability partnership makes clear that the RUPA definition of the term rather than the UPA concept controls for purposes of a limited liability partnership. Section 101(6) defines a "partnership" as "an association of two or more persons to carry on as co-owners a business for profit formed under Section 202, predecessor law or comparable law of another jurisdiction." Section 202(b) further provides that "an association formed under a statute other than this [Act], a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this [Act]." This language was intended to clarify that a limited partnership is not a RUPA general partnership. It was not intended to preclude the application of any RUPA general partnership rules to limited partnerships where limited partnership law otherwise adopts the RUPA rules. See Comments to Section 202(b) and Prefatory Note.

The effect of these definitions leaves the scope and applicability of RUPA to limited partnerships to limited partnership law, not to sever the linkage between the two Acts in all cases. Certain provisions of RUPA will continue to govern limited partnerships by virtue of Revised Uniform Limited Partnership Act (RULPA) Section 1105 which provides that "in any case not provided for in this [Act] the provisions of the Uniform Partnership Act govern." The RUPA partnership definition includes partnerships formed under the UPA. Therefore, the limited liability partnership rules will govern limited partnerships "in any case not provided for" in RULPA. Since RULPA does not provide for any rules applicable to a limited partnership becoming a limited liability partnership, the limited liability partnership rules should apply to limited partnerships that file a statement of qualification.

Partner liability deserves special mention. RULPA Section 403(b) provides that a general partner of a limited partnership "has the liabilities of a partner in a partnership without