Limited Liability Partnership (LLP): Meaning and Features

Reviewed by Thomas J. CatalanoFact checked by Suzanne KvilhaugReviewed by Thomas J. CatalanoFact checked by Suzanne Kvilhaug

What Is a Limited Liability Partnership (LLP)?

A limited liability partnership (LLP) is a flexible legal and tax entity where every partner has a limited personal liability for the debts or claims of the partnership.

Partners of an LLP can benefit from economies of scale by working together while also reducing their liability for the actions of other partners. As with any legal entity, it is important that you check the laws in your nation (and your state) before making decisions. In short, check with a lawyer first. The chances are good that they have firsthand experience with an LLP.

Key Takeaways

• Limited liability partnerships (LLPs) allow for a partnership structure where each partner’s liabilities are limited to the amount they put into the business.
• Having business partners means spreading risk, leveraging individual skills and expertise, and establishing a division of labor.
• Limited liability means that if the partnership fails, then creditors cannot go after a partner’s personal assets or income.
• LLPs are common in professional businesses like law firms, accounting firms, medical practices, and wealth management companies.

Understanding a Limited Liability Partnership (LLP)

To understand an LLP, it is best to start with the general partnership. A general partnership is a for-profit entity that is created by a mutual understanding between two or more parties. This is a very technical way of describing two or more people working together to make money. A general partnership can be quite informal. All it takes is a shared interest, perhaps a written contract (though not necessarily), and a handshake.

Of course, with the informal nature of a general partnership, there is a downside. The most obvious risk is that of legal liability. In a general partnership, all partners share liability for any issue that may arise.

For example, if Joan and Ted are partners in a cupcake venture and a bad batch results in people getting sick, then they can both be personally sued for damages. For this reason, many people quickly turn general partnerships into formal legal entities to protect personal assets from being part of any lawsuit.

The actual details of an LLP depend on where you create it. In general, however, your personal assets as a partner are protected from legal action. Basically, the liability is limited in the sense that you may lose assets in the partnership, but not those outside of it (your personal assets). The partnership is the first target for any lawsuit, although a specific partner could be held liable if they personally did something wrong.

LLP vs. LLC

An LLP and a limited liability company (LLC) both offer protections for their owners. The LLP is a formal structure that requires a written partnership agreement and usually comes with annual reporting requirements, depending on your legal jurisdiction.

It differs from an LLC in its liability protections, however, as well as management requirements. An LLC has more flexibility in who can manage the business. In an LLP, management duties must be equally divided. In terms of liability, LLCs protect members from personal liability for debts or claims on the business. With an LLP, a partner is not liable for another partner’s mistakes.

Overall, it is the flexibility of an LLP for a certain type of professional that makes it a superior option to an LLC or other corporate entity. Like an LLC, the LLP is a flow-through entity for tax purposes. This means that the partners receive untaxed profits and must pay the taxes themselves. Both an LLC and an LLP are preferable to a corporation, which is taxed as an entity and its shareholders taxed again on distributions.

LLP vs. LP

As in a general partnership, all partners in an LLP can participate in the management of the partnership. This is an important point because there is another type of partnership—a limited partnership (LP)—in which one partner, known as the general partner (GP), has all the power and most of the liability, and the other partners are silent but have a financial stake. With the shared management of an LLP, the liability is also shared—although, as the name suggests, it is greatly limited.

Important

Unlike LPs or general partnerships, some U.S. states limit LLPs so that they can only be formed by independent professionals, such as doctors or lawyers.

Benefits of an LLP

Professionals who use LLPs tend to rely heavily on reputation. Most LLPs are created and managed by a group of professionals who have a lot of experience and clients among them. By pooling resources, the partners lower the costs of doing business while increasing the LLP’s capacity for growth. They can share office space, employees, and so on. Most importantly, reducing costs allows the partners to realize more profits from their activities than they could individually.

The partners in an LLP may also have a number of junior partners in the firm who work for them in the hopes of someday making full partner. These junior partners are paid a salary and often have no stake or liability in the partnership. The important point is that they are designated professionals who are qualified to do the work that the partners bring in.

This is another way that LLPs help the partners scale their operations. Junior partners and employees take away the detail work and free up the partners to focus on bringing in new business.

Another advantage of an LLP is the ability to bring partners in and let partners out. Because a partnership agreement exists for an LLP, partners can be added or retired as outlined by the agreement. This comes in handy, as the LLP can always add partners who bring existing business with them. Usually, the decision to add requires approval from all of the existing partners.

LLPs Around the World

LLPs exist in many countries, with varying degrees of divergence from the U.S. model. In most countries, an LLP is a tax flow-through entity intended for professionals who all have an active role in managing the partnership.

There is often a list of approved professions for LLPs, such as lawyers, accountants, consultants, and architects. The liability protection also varies, but most countries’ LLPs protect individual partners from the negligence of any other partner.

What Do You Mean by Limited Liability Partnership (LLP)?

An LLP is a limited liability partnership where each partner has limited personal liability for the debts or claims of the partnership. Partners of an LLP aren’t held responsible for the acts of other partners.

What Is the Difference Between a Limited Partnership and an LLP?

 A limited partnership (LP) requires that at least one partner (called the general partner) have unlimited liability, and that limited partners aren’t part of management. An LLP gives all partners limited liability.

What Is an Example of an LLP?

LLPs are often formed by professional offices, such as doctors, accounting, or law offices.

The Bottom Line

The limited liability partnership (LLP) structure of organizing a business allows each partner to enjoy limited liability from outside stakeholders as well as from the other partners. All partners are thus limited partners (LPs) and there is no general partner (GP).

This type of partnership is particularly useful when a group of professionals, like doctors or lawyers, form a partnership, since lawsuits may be more common for malpractice or similar faults of a partner. In an LLP, the other partners and the business itself would not be responsible for the acts of an individual partner.

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