In this part of the Partners in Peril program, the Tufts Law Firm looks to come to the specific aid of those partners, members, or shareholders in the closely-held setting who find themselves unclear or unsure of their duties and obligations appearing in their partnership agreement, operating agreement, or shareholders agreement, including how it may also pertain to disputes that may then arise with regard to erroneous K-1s. The Tufts Law Firm offers owners of pass-through entities unique insights on the law of closely-held entities here in Florida.  Mr. Tufts, the founder of the firm, has spoken for years about LLCs, LLPs, and LLLPs, first as these entities developed in North Carolina in the 90s where he then practiced law, or during this decade, here in Florida.

Mr. Tufts was honored to serve on the estate planning subcommittee to the Florida Bar RE-FRULPA task force, which was responsible for analyzing the NCCUSL version of the revised uniform limited partnership act and addressing how that uniform law might compare with prior state law and the laws of other states.  The work of that task force led to the implementation of  of a new statute governing Florida limited partnerships and limited liability limited partnerships (LLLPs), which was enacted into law as Florida’s Revised Uniform Limited Partnership Act of 2005, effective January 1, 2006 (Chapter 620, Part I, Sections 620.1101 through 620.2205).  This new law stands in contrast to the Florida Limited Liability Company Act (Chapter 608 of the Florida Statutes), last revised on a large scale, back in 1999, or even Florida’s Revised Uniform Partnership Act of 1995 (Chapter 620, Part II, Sections 620.81001 through 620.9902).  With three totally different statutes governing the three entity types, each with its own style and theories, and in some situations, case law assisting in interpretation, owners may find it a bit maddening trying to figure out their respective rights and obligations.

At the Tufts Law Firm, we are able to provide you with a preliminary assessment of your operating agreements, partnership agreements, and other organizational and formation documents, using our years of experience and knowledge of the inner workings of the various statutes and trends in the law.  If you are an owner or member or shareholder and are interested in a preliminary assessment being done of your formation or organizational documents, please contact us.