Legal Question in Business Law in Florida

Three Part LLC Legal Questions:

a. Myself and three other individuals would like to start a LLC. Is it possible for two of the individuals to remain or be listed on the LLC as silent partners. If so, what are their legal obligations as compared to the other two who are not listed as a silent partner.

b. Is there such a valid term used within a LLC "Silent Partner".

c. Would the taxes and liabilities being the same for the silent partners.

Thank you


Asked on 12/16/09, 7:16 pm

2 Answers from Attorneys
Sarah Grosse Sarah Grosse, Esquire

I think you would want a "manager managed" LLC (rather than a member managed). There is no such thing as a "silent partner" in LLCs, and if they want that title and to truly be silent with limited liability, I would advise forming a corporation. The taxes and liabilities will be the same for silent partners. Be careful with Securities law if you have investors.

If you need some help with this, I'm a member of a law firm in St. Pete, and I can give you some assistance. Just send me an email.

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Answered on 12/21/09, 7:58 pm
Lesly Longa Longa Law P.A.

You should speak with a business attorney for specific legal advice and assistance forming an agreement for you and your business associates. You would not have a silent partner in an LLC. Regards,

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Answered on 12/28/09, 8:14 am


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