RS 9:3431     

  

CHAPTER 3.  REGISTERED LIMITED LIABILITY PARTNERSHIPS

§3431.  Nature of partner's liability in ordinary partnership and in registered limited liability partnership

A.  Notwithstanding any other provisions of law to the contrary contained in Civil Code Article 2817, a partner in a registered limited liability partnership shall not be individually liable for the liabilities and obligations of the partnership arising from errors, omissions, negligence, incompetence, malfeasance, or willful or intentional misconduct committed in the course of the partnership business by another partner or a representative of the partnership.

B.  Nothing in this Section shall be construed as being in derogation of any rights which any person may have by law against a partner in a registered limited liability partnership because of any fraud practiced upon him, or because of any breach of professional duty or other negligent or wrongful act by such partner, or in derogation of any right which the registered limited liability partnership may have against any such partner because of any fraud practiced upon it by him.

C.  Subsection A of this Section shall not affect the liability of a partner for his virile share of liabilities and obligations of the partnership arising from any cause other than those specified in said Subsection A.

D.  Subsection A of this Section shall not affect the liability of partnership assets for partnership liabilities and obligations.

E.  A partner, which by reason of Subsection A of this Section is not subject to liability, is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to enforce the liabilities and obligations described in Subsection A of this Section.

Acts 1992, No. 780, §1, eff. July 7, 1992; Acts 1993, No. 475, §3, eff. June 9, 1993.

Louisiana Laws - Louisiana State Legislature
      RS 9:3432     

  

§3432.  Registered limited liability partnerships

A.  To become a registered limited liability partnership, a partnership shall file with the secretary of state an application stating the name of the partnership, the address of its principal office, the number of partners, and a brief statement of the business in which the partnership engages.

B.  The application shall be executed by a majority in interest of the partners or by one or more partners authorized by a majority in interest of the partners.

C.  The application shall be accompanied by a fee as provided in R.S. 49:222 made payable to the secretary of state.

D.  The secretary of state shall register or renew any partnership that submits a completed application with the required fee.

E.  Registration is effective for one year after the date the registration is filed, unless voluntarily withdrawn by filing with the secretary of state a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized by a majority in interest of the partners.

F.  The secretary of state may provide forms for application for or renewal of registration.

Acts 1992, No. 780, §1, eff. July 7, 1992; Acts 2008, No. 913, §1.

Louisiana Laws - Louisiana State Legislature
      RS 9:3433     

  

§3433. Name of registered limited liability partnership

            A. A registered limited liability partnership's name shall contain the words "registered limited liability partnership" or the abbreviation "L.L.P." as the last words or letters of its name.

            B. If the secretary of state receives for filing a registered limited liability partnership registration that includes in the partnership name the word "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", "credit union", or any other word of similar import, the secretary of state shall not file the registration until the secretary of state receives satisfactory evidence that written notice of the proposed use of that name was delivered to the office of financial institutions at least fourteen days prior to the filing made with the secretary of state.

            C. If the secretary of state receives for filing a registered limited liability partnership registration that includes in the partnership name the word "engineer", "engineering", "surveyor", or "surveying", the secretary of state shall not file the registration until the secretary of state receives either of the following:

            (1) Satisfactory evidence that written notice of the proposed use of that name was delivered to the Louisiana Professional Engineering and Land Surveying Board at least ten days prior to the filing made with the secretary of state.

            (2) A written waiver of the ten-day notice prescribed in Paragraph (1) of this Subsection, signed by the executive secretary or any officer of the Louisiana Professional Engineering and Land Surveying Board.

            D. If the secretary of state receives for filing a registered limited liability partnership registration that includes in the partnership name the word "architect", "architectural", or "architecture", the secretary of state shall not file the registration until the secretary of state receives either of the following:

            (1) Satisfactory evidence that written notice of the proposed use of that name was delivered to the Louisiana State Board of Architectural Examiners at least ten days prior to the filing made with the secretary of state.

            (2) A written waiver of the ten-day notice prescribed in Paragraph (1) of this Subsection, signed by the executive director or any member of the Louisiana State Board of Architectural Examiners.

            Acts 1992, No. 780, §1, eff. July 7, 1992; Acts 2018, No. 560, §1, eff. May 28, 2018.

Louisiana Laws - Louisiana State Legislature
      RS 9:3434     

  

§3434.  Restrictions on distributions

A partner that is not liable under R.S. 9:3431(A) shall not be individually liable for the return of a distribution from the partnership to satisfy the liabilities and obligations described in said Subsection A except to the extent that the partner is required to return the distribution in a revocatory action brought in accordance with Chapter 12 of Title IV of Book III of the Civil Code.

Acts 1993, No. 475, §3, eff. June 9, 1993.

Louisiana Laws - Louisiana State Legislature
      RS 9:3435     

  

§3435.  Provisions applicable to registered limited liability partnerships

A registered limited liability partnership is a partnership as defined in Article 2801 of the Civil Code, and the provisions of Title XI of Book III of the Civil Code apply to registered limited liability partnerships to the extent that they are consistent with the provisions of this Chapter.  Upon lapse or termination of registration, the affected registered limited liability partnership shall continue as a partnership under Title XI of Book III of the Civil Code, but without application of this Chapter.

Acts 1993, No. 475, §3, eff. June 9, 1993.