Written by attorney Adam Nathaniel Williams

Steps to Establish a Limited Liability Partnership in Washington

RCW 25.05, et seq., governs limited liability partnerships. A Limited Liability Partnership (LLP) shares many similarities to a General Partnership except that normally a partner incurs no personal liability for the negligence of another partner. Many professionals such as lawyers and accountants use this business structure. A limited liability partnership must file with the Washington Secretary of State.

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Advantages include this type of partnership structure protects individual partners from personal liability for negligent acts of other partners or employees not under their direct control; individual partners incur no personally responsible for company debts or other obligations; partnership pays no income taxes (only the partner’s normal income tax filing); the limited liability company divides credits and deductions by the percentage of individual interest of each partner in the company; limited liability partnerships offer participants flexibility in business ownership; partners retain the authority to decide how they will individually contribute to business operations; and the limited liability partnership divides managerial duties equally or separated based on the experience of each partner. Disadvantages include Washington limits this particular form of business entity to certain professions; partners not obligated to collaborate on certain agreements; in the absence of malpractice insurance, and a partner may still incur liability for a negligent act.

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