•   Email
  •   Print
Serving
Massachusetts Agencies

Limited Liability Company vs. Registered Limited Liability Partnership

Business Organizations 

Limited Liability CompanyRegistered Limited Liability Partnership
New kind of entity.A partnership that enjoys limited liability.
Operating Agreement defines arrangement and establishes authority.Partnership agreement defines the arrangement and establishes the authority.
Certificate of Organization is filed to create the entity.Registration Certificate is filed to apply the statute to a partnership.
There is no personal liability. There is Flow-through tax status. Has the same advantages as a Subchapter S Corporation, but without the restrictions, i.e., no more that 35 stockholders and no corporate or non-resident alien stockholders.No personal liability. There is Flow-through tax status.
Any recordable instrument purporting to affect an interest in real property, including without limitation, any deed, lease, notice of lease, mortgage, discharge or release of mortgage, assignment of mortgage, easement and certificate of fact, executed in the name of a limited liability company by any person who is identified on the certificate of organization, as amended, of a domestic limited liability company, or on the application for registration, as amended, of a foreign limited liability company, as a manager or as a person authorized to execute, acknowledge, deliver and record recordable instruments affecting interest in real property, shall be binding on the limited liability company in favor of a seller, purchaser, grantor, grantee, lessor, lessee, mortgagor, mortgagee, and any other person relying in good faith on such instrument, notwithstanding any inconsistent provisions of the operating agreement, side agreements among the members or managers, by-laws or rules, resolutions or votes of the limited liability company.Any recordable instrument purporting to affect an interest in real property, including without limitation, any deed, lease, notice of lease, mortgage, discharge or release of mortgage, assignment of mortgage, easement and certificate of fact, executed in the name of a registered limited partnership by any partner who is identified on the registration of the limited liability partnership, as amended, filed with the secretary of the commonwealth as authorized to execute, acknowledge, deliver and record recordable instruments affecting interest in real property, shall be binding on the registered limited liability partnership in favor of a seller, purchaser, grantor, grantee, lessor, lessee, mortgagor, mortgagee, and any other person relying in good faith on such instrument, notwithstanding any inconsistent provisions of the operating agreement, side agreements among the members or managers, by-laws or rules, resolutions or votes of the registered liability (sic) partnership.