LD 1609, Page 11 - 122th Legislature, FIRST SPECIAL Session

limited partners." Thus limited partnership law expressly

references general partnership law for general partner liability

and does not separately consider the liability of such partners.

The liability of a general partner of a limited partnership that

becomes a LLLP would therefore be the liability of a general

partner in an LLP and would be governed by Section 306. The

liability of a limited partner in a LLLP is a more complicated

matter. RULPA Section 303(a) separately considers the liability of

a limited partner. Unless also a general partner, a limited

partner is not liable for the obligations of a limited partnership

unless the partner participates in the control of the business and

then only to persons reasonably believing the limited partner is a

general partner. Therefore, arguably limited partners in a LLLP

will have the specific RULPA Section 303(c) liability shield while

general partners will have a superior Section 306(c) liability

shield. In order to clarify limited partner liability and other

linkage issues, States that have adopted RUPA, these limited

liability partnership rules, and RULPA may wish to consider an

amendment to RULPA. A suggested form of such an amendment is:

SECTION 1107. LIMITED LIABILITY LIMITED PARTNERSHIP.

(a) A limited partnership may become a limited liability
partnership by:

(1) obtaining approval of the terms and conditions of the
limited partnership becoming a limited liability limited
partnership by the vote necessary to amend the limited
partnership agreement except, in the case of a limited
partnership agreement that expressly considers contribution
obligations, the vote necessary to amend those provisions;

(2) filing a statement of qualification under Section
1001(c) of the Uniform Partnership Act (1994); and

(3) complying with the name requirements of Section 1002 of
the Uniform Partnership Act (1994).

(b) A limited liability limited partnership continues to be
the same entity that existed before the filing of a statement of
qualification under Section 1001(c) of the Uniform Partnership
Act (1994).

(c) Sections 306(c) and 307(b) of the Uniform Partnership Act
(1994) apply to both general and limited partners of a limited
liability limited partnership.

"Partnership" is defined to mean an association of two or more
persons to carry on as co-owners a business for profit formed
under Section 202 (or predecessor law or comparable law of

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