Limited liability partnership

A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. It therefore can exhibit aspects of both partnerships and corporations. In an LLP, each partner is not responsible or liable for another partner's misconduct or negligence. This distinguishes an LLP from a traditional partnership under the UK Partnership Act 1890, in which each partner has joint (but not several) liability. In an LLP, some or all partners have a form of limited liability similar to that of the shareholders of a corporation. Depending on the jurisdiction, however, the limited liability may extend only to the negligence or misconduct of the other partners, and the partners may be personally liable for other liabilities of the firm or partners.

Unlike corporate shareholders, the partners have the power to manage the business directly.^[1] In contrast, corporate shareholders must elect a board of directors under the laws of various state charters.^[1] The board organizes itself (also under the laws of the various state charters) and hires corporate officers who then have as "corporate" individuals the legal responsibility to manage the corporation in the corporation's best interest. An LLP also contains a different level of tax liability from that of a corporation.

The combination of the flexibility of the partnership structure with the protection from liability for the individual negligence or misconduct of other partners makes the structure attractive to professional-services firms with potentially large exposure to professional malpractice claims in the absence of limited liability. The form has thus historically been adopted most widely by law firms and accounting firms.

^ ^a ^b "Limited Liability Partnership" (PDF). Grant Thornton. Archived from the original (PDF) on 10 October 2015.

[FSG-LLP-1] "Limited Liability Partnership" (PDF). Grant Thornton. Archived from the original (PDF) on 10 October 2015.

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