Also known as:LLP · LLPs · limited liability partnership
Written by attorneys · grounded in primary & secondary sources — see below
An abbreviation for limited liability partnership, a business entity whose partners are shielded from personal liability for debts and obligations incurred while the entity maintains its qualified status.
Sources & Authorities· 16 primary sources
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Uniform Acts
Model Codes
How it applies
Common Examples
6
Liability Shield for LLP Partners
Levi Lowe and Laura Lewis formed Lattice Systems as an LLP to provide software consulting. When a client sued over a delayed project, the judgment exceeded the firm's assets. The court held that Levi and Laura could not be reached personally because the obligation arose while the partnership was qualified as an LLP.
Liability Shield Applies to Contract Debt
Mark and Nora operated Metro Analytics as an LLP. A vendor obtained a large judgment for unpaid services. The court ruled the partners had no personal liability because the debt was incurred while the partnership maintained its LLP qualification under the statute.
Partners in Summit Consulting LLP faced a tort claim from a former client. The obligation arose after the partnership filed its qualification statement. The court held the partners could not be held personally liable solely due to their status.
LLP Status in Criminal Proceeding
Arthur Andersen LLP faced charges arising from its accounting work for a client. The firm argued that its LLP structure insulated individual partners from certain vicarious claims. The Supreme Court examined the entity's organizational form while addressing the scope of liability for the firm's actions.
Arthur Andersen LLP. v. United States544 U.S. 696, 125 S.Ct. 2129, 161 L.Ed.2d 1008 (2005)
LLP in Property Nuisance Dispute
Johnson sued Paynesville Farmers Union Cooperative Oil Co. after pesticide drift affected organic fields. The defendant operated through an LLP structure. The court analyzed whether the entity's limited liability status affected the availability of nuisance remedies for the neighboring landowners.
Johnson v. Paynesville Farmers Union Cooperative Oil Co.817 N.W.2d 693, 704 (Minn. 2012)
LLP in Lanham Act Standing Analysis
Lexmark International, Inc. sued Static Control Components, Inc. over toner cartridge components. Static Control raised standing issues tied to its corporate form. The Supreme Court addressed whether the organizational structure of the parties affected the proximate cause analysis under the statute.
Lexmark International, Inc. v. Static Control Components, Inc.572 U.S. 118, 127 (2014)
Common questions
Frequently Asked
3
Does qualification as an LLP protect partners from personal liability for all partnership debts?+
Yes. Under the governing statute a debt incurred while the partnership is an LLP is solely the obligation of the entity. Partners are not personally liable solely by reason of their status as partners.
Supporting sources
Does the LLP shield apply only to debts incurred after qualification?+
Yes. The statute limits the protection to obligations incurred while the partnership's LLP status is in effect. Earlier debts may expose partners to personal liability.
Supporting sources
Can partners still face personal liability for their own wrongful acts in an LLP?+
Yes. The shield protects partners only from liability imposed solely because of partner status. A partner remains liable for his or her own misconduct or negligence.
Supporting sources
550 U.S. 544, 127 S. Ct. 1955, 167 L. Ed. 2d 929 (2007)Civil Procedure
…each ILEC's obligation to share its network with competitors, Verizon Communications Inc. v. Law Offices of Curtis V. Trinko, LLP , 540 U.S. 398 (2004), which came to be known as "competitive local exchange carriers" (CLECs). A CLEC could make use of an ILEC's network in any of three ways: by (1) purchasing local…