Kiritsis & Associates

 

WHAT PERSONAL LIABILITIES DO NEW YORK RLLP INDIVIDUAL PARTNERS FACE?

Aug 13, 2021

Kiritsis Law Group  Phone: 212-921-0005

John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

 

RLLP partners are personally responsible for any negligence or misconduct committed by them (or any person under their direct supervision or control) while rendering professional services on behalf of the RLLP. However, RLLP partners are not liable for the negligence or misconduct committed by partners and persons they did not supervise or control. A key issue in addressing whether RLLP partners are personally liable is when they compartmentalize their liability exposure risk to practice area group activities only.

 

Perhaps it may be a good to make a list of items, that need to be addressed, for optimally starting and operating your Partnership.  Listed below is a sample list, of some of the key areas of concerns that partners and/or the Partnership may need to consider:

 

What does the Partnership's name stand for?

Will there be limited partners in the Partnership?

Will it be a General Partnership?

Will it be a Limited Partnership?

Will the Partnership be a Registered Limited Liability Partnership (RLLP)?

Will the Partnership provide professional services requiring a license?

How many partners will the Partnership have?

Will there be any general partners in the Partnership?

Will there be any limited partners in the Partnership?

What will the Partnership's principle business activity be?

What is the Partnership's legal name?

Is a Certificate of Partnership being drafted or filed?

Which partner(s) would be overseeing tax matters?

Are the partnership’s capital equity account have any assignees?

Will limited partners be substituted?

Will partners be assigned?

What are the names of the founding general partners?

What are the names of the initial limited partners?

What requirements must the Partnership fulfill to obtain additional general partners?

What are the rules for adding more limited partners?

What rules apply when admitting replacement limited partners?

How would any additional (non initial) partners be legally bound by and/or for the partnership via the partnership agreement?

Are there any capitalization requirements with regards to legally establishing a partnership?

How may a partnership go about to increase the amount of its capital contributions?

Would a call notice provision be included in the partnership agreement?

How will the partnership resolve issues with regards to withdrawing capital and/or returning capital?

How will the partnership determine individual partner-allocated priorities and dividends (or their functioning equivalent).

What will be the partnership’s management structure?

How will issues regarding partner voting rights be resolved?

Will a partner be able to act unilaterally during an official Partnership meeting?

Will the partnership adopt a legal entity organizational deal?

Will a simple partner majority vote be sufficient to amend the partnership agreement?

Will a super majority partner vote be legally required to have the partnership agreement amended?

Will the managing partners be entitled to have their legal fees reimbursed by the partnership in the event of a lawsuit?

Is the partnership going to formally file its partnership agreement with the NY secretary of state?

When will the Partnership's internal governing documents be signed?

Who will act as the partnership’s organizer with regards to properly establishing it with the applicable state legal entity chartering authorities?

How will the Partnership safeguard its intellectual property rights?

Where will the partnership’s center of business operations be located?

What will the Partnership's corporate type address would be?

When will the Partnership's business operations start?

How many people will work for the Partnership?

What is the Partnership's projected annual revenue?

What will the Partnership's main activities be?

Must partners first sell their Partnership ownership interests to the Partnership (or to other individual partners)?

When will the Partnership's fiscal year end?

What are the partners' names, addresses, and phone numbers?

Is it legal for the Partnership to transact business with its partners?

Regarding real estate contract paperwork, who may sign and legally bind the Partnership?

Which partners will have legal authority to bind the Partnership in employment agreements?

Who will be the registered agent for the Partnership?

Who will be the Partnership’s accountant?

Who will be the Partnership's general counsel/attorney?

Who will be the Partnership's insurance professional?

Who will be the Partnership's financial banker?

Will the Partnership have any subsidiaries or divisions?

In which State will the Partnership be established?

When will the Partnership agreement become legally binding?

 

What are the tax implications of operating as a General Partnership, Limited Partnership, or Registered Limited Liability Partnership (RLLP)?

 

 

A voluntary association relationship is dependent on the existence of more than one party.  The absence of 2 or more partners is indicia of a lack of a properly established partnership.  On the other hand, an indicia supporting the notion in support of a Partnership's legal existence is a proper partnership agreement. A partnership is typically legally required to have MORE THAN ONE partner.

 

 

Citations and possibly useful references include:

-U.S. Constitution

-New York State Bar Association

-New York City Bar Association

-American Bar Association

-New York State Secretary of State: Divisions of Corporations

-Internal Revenue Code

-Internal Revenue Service

-New York Department of Finance

-New York Business Corporation Law

-New York UCC (Uniform Commercial Code)

-New York LLC (Limited Liability Company) Law

-New York General Obligations Law (GOL)

-New York CPLR

-Delaware Corporate Law

-Delaware LLC Law

-Bankruptcy Code

-Revised Uniform Limited Liability Company Law (RULLCA)

-New York Partnership Law

-New York Trust Law

-New York Constitution

-Gordon v. Doty, 69 P.2d 136 (Idaho 1937)

-A. Gay Jenson Farms Co. v. Cargill, Inc., 309 N.W.2d (Minn. 1981)

-Hoddeson v. Koos Bros., 47 N.J. Super. 224 (N.J. Super. Ct. App. Div. 1957)

-Ira S. Bushey & Sons, Inc. v. United States, 398 F.2d 167 (2d Cir. 1968)

-Majestic Realty Assoc., Inc. v. Toti Contracting Co., 30 N.J. 425 (1959)

-Town & Country House & Home Serv., Inc. v. Newbery, 3 N.Y.2d 554

-Fenwick v. Unemployment Compensation Comm’n, 133 N.J.L. 295 (1945)

-Martin v. Peyton, 246 N.Y. 213 (1927)

-Meinhard v. Salmon, 249 N.Y. 458 (1928)

-Eisenberg v. Flying Tiger Line, Inc., 451 F.2d 267 (2d Cir. 1971)

-Marx v. Akers, 644 N.Y.S.2d 121

-Auerbach v. Bennett, 47 N.Y.2d 619 (1979)

-A.P. Smith Mfg. Co. v. Barlow, 13 N.J. 145 (1953)

-Kamin v. American Express Co., 86 Misc.2d 809 (N.Y. Sup. Ct. 1976)

-Francis v. United Jersey Bank, 87 N.J. 15 (1981)

-Bayer v. Beran, 49 N.Y.S.2d 2 (N.Y. Sup. Ct. 1944)

-Escott v. BarChris Construction Corp., 283 F.Supp. 643 (S.D.N.Y. 1968)

-Levin v. Metro-Goldwyn-Mayer, Inc., 264 F.Supp. 797 (S.D.N.Y. 1967)

-Rosenfeld v. Fairchild Engine & Airplane Corp., 309 N.Y. 168 (1955)

-AFSCME v. AIG, Inc., 462 F3d 121 (2d Cir. 2006)

-Crane Co. v. Anaconda Co., 39 N.Y.2d 14 (1976)

-Ingle v. Glamore Motor Sales, Inc., 73 N.Y.2d 183 (1989)

-Metropolitan Life Ins. Co. v. RJR Nabisco, Inc., 716 F.Supp 1504 (S.D.N.Y. 1989)

-Morgan Stanley & Co. v. Archer Daniels Midland Co., 570 F.Supp 1529 (S.D.N.Y. 1983)

-Young v. Jones, 816 F.Supp 1070 (D.S.C. 1992)

-Sandvick v. LaCrosse, 747 N.W.2d 519 (N.D. 2008)

-National Biscuit Co. v. Stroud, 249 N.C. 467 (1959)

-Day v. Sidley & Austin, 394 F.Supp 989 (D.D.C. 1975)

-Collins v. Lewis, 283 S.W.2d 258 (Tex. Civ. App. 1955)

 

Law Offices of Kiritsis & Associates 

Phone: 212–922–0005

Manhattan Office (Main Office):

633 Third Avenue

New York, NY 10017

Suite 1306

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We hope you would find this website useful with regards to finding potentially relevant information for your legal issue. The Law Offices of Kiritsis & Associates PLLC is a boutique Law Firm Group headquartered in Midtown Manhattan, with offices in Manhattan, Brooklyn (NY) and New Jersey. We strive to provide professional legal services for individuals and various business entities. Our clientele ranges from including aspiring entrepreneurs, startups to established business organizations.

 

We offer flat fee prices for many of the practice areas provided listed throughout our website. For more information on a topic you may be interested in, or simply to find out how our Law Firm Group can help, you may click at any of our site's links.

 

We are available for existing and potentially new clients 7 days a week via online, phone, and/or in person. 

 

Phone: 212-922-0005


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Written by John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

 

Our firm has a robust practice area presence regarding business formation and corporate governance. Below are just some of the areas that our firm can help you with:

 

-Partnership Agreement 

-General Partnership Agreement

-Limited Partnership Agreement

-RLLP Partnership Agreement

-Form 1065

-K-1 Worksheet

-Partnership Capital Account

-Inside Basis Worksheet

-Outside Basis Worksheet

-Partnership Tax Return

-Registered Limited Liability Partnership

-Description: cleardot.gifPartnership Tax Compliance

-Partnership Tax Audit Resolution

-Foreign Partnership Bank Accounts

-Partnership Interest Ledgers

-Tax Matters Partner

-Partnership Subsidiaries

-Certificate of Partnership Formation

-Partnership Agreement Recordation

-Partner Accounting

-Partner Tax Compliance

-Partnership Basis Worksheet

-Partnership Interest Unit Register

-General Partners Roster

-Limited Partners Roster

-Partnership Interest Certificate

-Partnership Admission Committee

-Admission of New Partners

-Rejecting Partnership Admissions

-Partnership Mergers

-NY Foreign Qualification Partnerships

-Partner FBAR Compliance

-Federal Partnership Tax Returns

-State Partnership Tax Returns

-Partnership Independent Directors

-Partnership Employment Agreements 

-Partnership Independent Contractor Service Agreement

-Partnership IP Holder Entity Structuring

-Converting a Sole Proprietorship into a General Partnership

-Converting a Sole Proprietorship into a Limited Partnership

-Converting a Sole Proprietorship into an RLLP

-Converting a single member LLC into a Partnership

-Converting a multi member LLC into a Partnership

-Converting a C Corp into a Partnership

-Converting an S Corp into a Partnership

-Partnership Dissolution

-Winding Up Partnership Affairs

-Partnership Judicial Dissolutions

-Partnership Involuntary Dissolutions

-Partnership Voluntary Dissolutions

-Partnership Termination

-Real Estate Partnerships

-General Partnership Real Estate Ventures

-Limited Partnership Real Estate Ventures

-Seed Capital Contracts for Limited Partnerships

-LLC General Partners

-Corporation General Partners

-LLC Limited Partners

-Corporation Limited Partners

-Partnership Interest Valuation Certificate

-Amending Partnership Agreements

-NY Newspaper Publication Requirement for Partnerships 

-NY Newspaper Publication Requirement for General Partnership 

-NY Newspaper Publication Requirement for Limited Partnership

-NY Newspaper Publication Requirement for RLLPs

-Partnership fiduciary duty rules

-Partnership Litigation Committee

-Partnership Audit Committee 

-Selling Partnership Interest

-Buying Partnership Interest

-Transferring Partnership Interest

-Assigning Partnership Interest

-Partnership Interest Right of First Refusal

-Partnership Interest Unit Share Issuance

-Partnership Service of Process

-Partnership General Counsel Service Plans

-Partner General Counsel Service Plans

-Partnership Books and Records

-Partnership Resolution

-Partnership Meeting Minutes

-Partnership Paper Meeting Minutes

-Initial Partnership Partner Meeting

-Annual Partnership Partner Meeting 

-Special Partnership Partner Meeting

-Initial Partnership Partner Meeting Minutes

-Annual Partnership Partner Meeting Minutes 

-Special Partnership Partner Meeting Minutes

-Limited Partner Voting

-Proxy Trust Agreements

-General Partnership Voting

-Proxy Trust Directors

-Converting General Partnership Interest into Limited Partnership Interest

-Converting Limited Partnership Interest into General Partnership Interests 

-Partnership Trusts

-Family Partnership 

-Partnership Taxable Income Allocations

-Partnership Economic Income Allocations

-Tracing Partnership Interest Allocation

-UPA (Uniform Partnership Act)

-RUPA (Revised Uniform Partnership Act)

-New York General  Partnership State Filing Forms

-General Partnership Seals

-General Partnership Books and Records

-Certificate of General Partnership

-General Partnership Meetings

-General Partnership Certificate

-General Partnership Preliminary search

-New York Limited Partnership State Filing Forms

-Limited Partnership Seals

-Limited Partnership Books and Records

-Certificate of Limited Partnership.

-Limited Partnership Minutes

-Limited Partnership Certificate 

-Limited Partnership Preliminary Name Search

-New York RLLP State Filing Forms

-RLLP Seals

-RLLP Books and Records 

-Good Standing Certificate of RLLP 

-RLLP Minutes

-RLLP Certificate

-RLLP Preliminary Name Search

-Partnership Tax Ids

-Partnership EIN

-General Partnership EIN

-Limited Partnership EIN

-RLLP EIN

-Partnership Banking Resolutions

-Partnership Lease Agreement Resolutions

-LLP for Professional Services

-Incorporation of a Partnership

-Customized Partnership Record Kits

-Partnership Fictitious Names 

-Partnership Alternate Names

-Partnership DBA

-Asset Protection Driven Partnerships

-Partnerships created by Wills/Trusts

-Intellectual Property Partnership Agreements

-Leveraging Partnership Equity

-Partnership Law Litigation

-General Counsel Club for Partnerships

-General Counsel Club for RLLPs

-General Counsel Club for General Partnerships

-General Counsel Club for Limited Partnerships

-Partnership Registered Agent Services

-General Partnership Registered Agent Services

-Limited Partnership Registered Agent Services

-RLLP Registered Agent Services

-Partnership Federal Trademarks

-Partnership State Trademarks

-Partnership Copyright Registration

-General Partnership Federal Trademark

-General Partnership State Trademark

-General Partnership Copyright Registration

-Limited Partnership Federal Trademark

-Limited Partnership State Trademark

-Limited Partnership Copyright Registration

-RLLP Federal Trademarks 

-RLLP State Trademarks

-RLLP Copyright Registration

-New York Partnership Law

-New York General Partnership Law

-New York Limited Partnership Law

-New York RLLP Law

-New York Family Limited Partnerships

-New York Limited Liability Partnerships for Professionals

-New York LLC formation

-New Jersey LLC Formation

-New York Incorporations

-New Jersey Incorporations

-Delaware LLC formation

-Delaware Incorporations

-Limited Liability Law

-Business Corporate Law

-Partnership Law

-General Partnerships

-Limited Liability Partnerships

-Limited Partnerships

-Solo Proprietorships

-DBAs (Doing Business As)

-Business Registration

-Registered Agent Services

-Agents for Service of Process

-NY LLC Newspaper Publication

-New Jersey Business Registration

-NY Entity Biannual Report

-NJ Entity Biannual Report

-Delaware Franchise Tax Returns

-C Corps

-S Corps

-Partnership Tax Returns

-Disregarded Entities

-Mergers

-Acquisitions

-Non-Profit Entity Structures

-Corporate Governance

-Website Terms of Service Language

-Website Purchase Agreements

-Technology Law

-Start-up Law

-Corporate Law

-S Corporation Tax Election

-C Corporation Taxation

-Corporate Governance

-Document Review Services

-Information Law

-Information Governance

-Proxy Statement

-Consulting Agreements

-E-Commerce Contracts

-LLC Annual Reports

-Corporation Annual Reports

-Shell Companies

-Shelf Companies

-NY Asset Protection Services

-NJ Asset Protection Services

-DE Asset Protection Services

-NY General Counsel Service Plans

-NJ NY General Counsel Service Plans

-DE NY General Counsel Service Plans

-Foreign Qualifications for NY Entities

-Foreign Qualifications for NJ Entities

-Foreign Qualifications for DE Entities

-New York Intellectual Property Law

-New Jersey Intellectual Property Law

-New York Entity Asset Purchase Agreement

-New Jersey Entity Asset Purchase Agreement

-New York Legal Entity Name Search

-New Jersey Legal Entity Name Search

-Flat Fee Legal Services

-Online Legal Services

-Pay as you go fee payment plans

-Get instant quote

-Free brief initial attorney consultation.

 

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The views expressed by this author are not legally binding or reflective of the author, the author's firm, the author's employers, the author's employees, or any individual and/or organization.

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