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family limited partnership in New York state.

I am setting up a...

I am setting up a family limited partnership in New York state. I filled out a general form initially then found an online fillable form for certificate of limited partnership for NY State. It is asking for a signature of all the general partners, which is unlike the general form-- which only asks for the designated/Registered agent along with a notarized signature. Is the general form acceptable or do I need to have the certificate with signatures from partners? It is also asking for the date of dissolution of the limited partnership. Not sure how to answer this appropriately.


 


I would like to set up another  family limited partnership where I would like to put rental property in it.  The rental property has been deeded to an LLC previously.  Can this LLC be put in the family limited partnership?  Can I use this LLC as a "general" partner? 

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Answered in 16 minutes by:
3/19/2013
Thomas McJD
Thomas McJD, Attorney
Category: Business Law
Satisfied Customers: 6,516
Experience: Experienced in Corps, LLCs, Partnership, etc.
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TMcJD :

Hi, I will be happy to assist you, and it is my goal to make you a very satisfied customer! This may take a few minutes, so thanks for your patience.

TMcJD :

The law requires that all general partners sign the certificate of limited partnership. If you have one general partner, then that general partner needs to sign. If two, then both. And so on.

TMcJD :

The existence may be perpetual and you can make that statement in the section regarding latest date of dissolution.

Customer:

I am setting up another family limited partnership where I plan to put inside it (for lack of better term) a rental property which is now in an LLC (via quit claim deed). Sorry, not a lawyer, don't know appropriate terms so feel free to let me know if unclear..

Customer:

Anyway can the LLC be put inside the family limited partnership or do I have to use another quit claim in order to put in the rental property inside the FLP? Should I describe it as an LLC entity or just plain address and type or property?

TMcJD :

Yes, you can transfer that property out of the LLC to you and then to the limited partnership. That LLC could also be the general partner of the LP

TMcJD :

Or, as you asked, the whole LLC could be owned by the LP without making any actual transfer of the property.

TMcJD :

If you did that, though, you wouldn't want the LLC to be the general partner

Customer:

How do I transfer the property "out" of the LLC and into the FLP? I should have the FLP formed before I transfer property out, is that right? If that is correct, can I use the LLC as a "general partner" (in the meantime) for this FLP that I am planning to form?

Customer:

A quit claim is the document I should use to transfer the rental property to the FLP, is that right?

TMcJD :

Usually you would do that via quitclaim deed from the manager of the LLC. That would go to you individually. Then you would execute a second quitclaim deed from you to the partnership. If the LLC holds property, I wouldn't use it as a general partner because that exposes that property

TMcJD :

if the general partner is held liable

Customer:

In other words the steps would be:

Customer:

1. Quitclaim deed to transfer to me

Customer:

2. After which transfer to FLP with another quit claim deed.

TMcJD :

Yes

Customer:

3 Then there has to be a time that the property will just be in my name, or at least until flp formed.

Customer:

ok very good.

Customer:

Thank you.

TMcJD :

Yes, correct, unless you execute everything all at the same time (then, you would only hold property for an instant in your individual name).

TMcJD :

You're welcome. I would be grateful if you would please leave me a positive rating for my time assisting you. Thanks!

Customer:

of course. will do.

TMcJD :

Have a great day!

Customer:

TmcJD-- I just want to clarify... I am still somewhat unclear on the steps here.

Customer:

As we were discussing, I want to form an FLP to put the rental property in down the road. Are you saying that at the time I fill out the family limited partnership certificate (to be sent to sec. of state)-- at this time the FLP is NOT yet authorized--- should I also complete a quitclaim deed to move that property to my name? Would this in any way affect banking transactions? can I still use the LLC checks, etc? Can it receive transactions under LLC?

Customer:

In the scenario above, the rental property will be in my name for at least a few weeks (thinking it takes weeks before I get the FLP authorized). This is acceptable, but I want to know if this is how to execute it.

TMcJD :

The excellent rating you left didn't go through for some reason and tech support is telling me to switch to Q&A, so I'll do that and then answer your additional question.

Thomas McJD
Thomas McJD, Attorney
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Experience: Experienced in Corps, LLCs, Partnership, etc.
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Customer reply replied 4 years ago

As we were discussing, I want to form an FLP to put the rental property in down the road. Are you saying that at the time I fill out the family limited partnership certificate (to be sent to sec. of state)-- at this time the FLP is NOT yet authorized--- should I also complete a quitclaim deed to move that property to my name AT THAT SAME TIME? Would this in any way affect banking transactions? can I still use the LLC checks, etc? Can it receive transactions under LLC?




In the scenario above, the rental property will be in my name for at least a few weeks (thinking it takes weeks before I get the FLP authorized). This is acceptable, but I want to know if this is how to execute it properly.



 

As we were discussing, I want to form an FLP to put the rental property in down the road. Are you saying that at the time I fill out the family limited partnership certificate (to be sent to sec. of state)-- at this time the FLP is NOT yet authorized--- should I also complete a quitclaim deed to move that property to my name? Would this in any way affect banking transactions? can I still use the LLC checks, etc? Can it receive transactions under LLC?


Your FLP is not official until registered with the state. Here is the statutory text:


(b) A limited partnership is formed at the time of the filing of the initial certificate of limited partnership with the department of state or at any later time not to exceed sixty days from the date of filing specified in the certificate of limited partnership. The filing of the certificate shall, in the absence of actual fraud, be conclusive evidence of the formation of the limited partnership as of the time of filing or effective date if later, except in an action or special proceeding brought by the attorney general.Upon registration, you'll want to have the LLC property out of the LLC since the LLC will then be the official GP of the LP and any property held in the LLC would be subject to claims due to liability of the GP (which will be the LLC). So on the date of filing, you'll also want to record a quitclaim deed getting the property out of the LLC and to you individually. You can, on that same date, move the property from you to the LP.

You could still use LLC checks, but it would be for the LLC, not the LP. The LP really needs its own accounts and books.

In the scenario above, the rental property will be in my name for at least a few weeks (thinking it takes weeks before I get the FLP authorized). This is acceptable, but I want to know if this is how to execute it.

 

I think I addressed that above.

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Customer reply replied 4 years ago

ok. Thanks.

You're welcome. Thank you!
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Thomas McJD
Thomas McJD
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