Sorting Through the Soup: How Do LLCs, LLPs and LLLPs Fit within the Regulations and Legal Doctrines?

Abstract

In a children' book published in 1946, Ben Ross Berenberg described an imaginary amalgam called the churkendoose - "part chicken, turkey, duck and goose." In 1977, Wyoming invented a business law churkendoose: the limited liability company - part corporation, part general partnership, part limited partnership. That churkendoose has revolutionized the law of business organizations, becoming the vehicle of choice for tens of thousands of ventures every month and causing the IRS to radically overhaul its approach to taxing business entities. This article explores how preexisting regulatory and common law apply to LLCs and the related organizations known as limited liability partnerships (LLPs) and limited liability limited partnerships (LLLPs).

Keywords: limited liability company, LLC, limited liability partnership, LLP, limited liability limited partnership, LLLP, corporations, business entities, business organizations, business regulation, common law