Also known as: limited liability partnership · limited liability partnerships · LLP · LLPs
Written by attorneys · grounded in primary & secondary sources — see below
A form of general partnership created by filing a statement of qualification with the state. Partners receive protection from personal liability for partnership debts and obligations incurred while the filing remains effective.
Landon Long and Lars Lindstrom formed Legacy Motors LLP to provide engineering services. After a client sued the firm for design defects, the plaintiff obtained a judgment exceeding firm assets. The court held Landon and Lars not personally liable because the obligation arose while the partnership maintained its limited liability partnership status.
Lila Lin invested in Lotus Pharmaceuticals LLP. When the firm allegedly misled investors about product safety, Lila sued individual partners. The court dismissed claims against the partners personally because the LLP filing shielded them from vicarious liability for firm-level obligations.
Leo Lynch and Latoya Lane operated Liberty Trust LLP. After a partner withheld financial information from another, the aggrieved partner sued. The court rejected personal liability for the nondisclosing partner because the LLP structure limited exposure to partnership debts arising from internal governance.
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Logan Lane sued Loyal Insurance LLP alleging improper claim handling. The complaint contained only conclusory allegations of partner involvement. The court dismissed the claims against individual partners because the LLP filing prevented personal liability absent specific facts showing direct participation.
Lars Lindstrom challenged regulatory oversight of his accounting LLP. The court upheld the structure because the LLP filing insulated partners from personal liability for firm obligations while preserving entity-level accountability.
Legacy Motors LLP considered a merger proposal from Lotus Pharmaceuticals. Partners approved the deal after independent review. The court upheld the transaction because the LLP filing ensured that dissenting partners faced no personal liability for resulting firm obligations.
Yes. Under the governing statute a debt or obligation incurred while the partnership is an LLP is solely the liability of the entity. Partners are not personally liable solely by reason of being or acting as partners.
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Yes. Partners who consent to an improper distribution and fail to comply with their duty of care remain personally liable to the partnership for the excess amount even though the LLP filing otherwise shields them from vicarious liability.
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No. The obligation to contribute survives the partner's inability to perform personally. The partnership may require a monetary substitute equal to the value of the unmade contribution.
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…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…