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Limited liability partnership
A limited liability partnership (LLP) is a partnership in which some or all of the partners have limited liability. An LLP is the partnership form of a limited liability company (LLC) and has 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 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. In contrast, corporate shareholders must elect a board of directors under the laws of various state charters. 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.
Limited liability partnerships, as well as all forms of limited liability companies, offer alternatives to traditional company and corporate structures. Limited liability can enable opportunities for new business growth that were formerly accessible only to those who had access to large amounts of capital or other resources.[citation needed]
Depending on jurisdiction and industry, there can be negative consequences for stakeholders associated with limited liability. For some large accountancy firms in the UK, reorganizing as LLPs and LLCs has relieved them of owing the "duty of care" to individuals and clients who are adversely affected by audit failures.
Accountancy firm partners share the profits, but don't have to suffer the consequences of negligence by firm or fellow partners. Not content with lobbying and financing political parties to get their way, accountancy firms have hired entire governments to advance their interests. PricewaterhouseCoopers and Ernst &Young hired the legislature of Jersey to enact an LLP Bill, which they themselves had drafted. They awarded themselves protection from lawsuits, with little public accountability... Accounting is central to all calculations about institutionalised abuses, tax and responsibility avoidance.
In the U.S., the Delaware Supreme Court Chief Justice Myron Steele suggested that limited liability entities should not be held to common law standards of fiduciary principles (as applied to all other company and corporate structures). Instead, he argued that courts should use contractual analysis of the partnership agreement when assessing cases of improper corporate governance. This directly led to elimination of the "independent fiduciary duty of good faith" in Delaware corporate law in 2006.
When limited liability partnerships are authorized by law, in contrast with limited partnerships, the jurisdiction in which a LLP is formed may extend limited liability to all of its partners, while a limited partnership may require at least one unlimited partner and allow others to assume the role of a passive and limited liability investor.
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Limited liability partnership
A limited liability partnership (LLP) is a partnership in which some or all of the partners have limited liability. An LLP is the partnership form of a limited liability company (LLC) and has 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 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. In contrast, corporate shareholders must elect a board of directors under the laws of various state charters. 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.
Limited liability partnerships, as well as all forms of limited liability companies, offer alternatives to traditional company and corporate structures. Limited liability can enable opportunities for new business growth that were formerly accessible only to those who had access to large amounts of capital or other resources.[citation needed]
Depending on jurisdiction and industry, there can be negative consequences for stakeholders associated with limited liability. For some large accountancy firms in the UK, reorganizing as LLPs and LLCs has relieved them of owing the "duty of care" to individuals and clients who are adversely affected by audit failures.
Accountancy firm partners share the profits, but don't have to suffer the consequences of negligence by firm or fellow partners. Not content with lobbying and financing political parties to get their way, accountancy firms have hired entire governments to advance their interests. PricewaterhouseCoopers and Ernst &Young hired the legislature of Jersey to enact an LLP Bill, which they themselves had drafted. They awarded themselves protection from lawsuits, with little public accountability... Accounting is central to all calculations about institutionalised abuses, tax and responsibility avoidance.
In the U.S., the Delaware Supreme Court Chief Justice Myron Steele suggested that limited liability entities should not be held to common law standards of fiduciary principles (as applied to all other company and corporate structures). Instead, he argued that courts should use contractual analysis of the partnership agreement when assessing cases of improper corporate governance. This directly led to elimination of the "independent fiduciary duty of good faith" in Delaware corporate law in 2006.
When limited liability partnerships are authorized by law, in contrast with limited partnerships, the jurisdiction in which a LLP is formed may extend limited liability to all of its partners, while a limited partnership may require at least one unlimited partner and allow others to assume the role of a passive and limited liability investor.