Also known as: limited liability partnership · limited liability partnership's · LLP · LLPs
Written by attorneys · grounded in primary & secondary sources — see below
A partnership entity under which partners are shielded from personal liability for obligations incurred by the partnership while the entity maintains its limited liability partnership status.
Lena Lawson and three other nurse practitioners formed MedPartners LLP to provide telehealth services. A patient in State B suffered injury from a misdiagnosis by one practitioner. The patient sued the LLP and all partners personally. Because the claim arose while MedPartners LLP held limited liability partnership status, the non-treating partners faced no personal liability for the obligation.
Lars Lindstrom invested in a technology venture organized as an LLP. After losses, he sued the entity and individual partners alleging misstatements. The court treated the LLP's obligations as solely those of the entity, leaving the partners personally shielded from the claims arising during the LLP's qualified status.
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Latoya Lane and her partners operated a consulting LLP. A client alleged that partners failed to disclose material risks in a transaction. The claim targeted the LLP itself rather than the individual partners because the obligation was incurred while the entity maintained limited liability partnership qualification.
Lorenzo Lugo formed an accounting LLP subject to federal oversight rules. Challengers sought to impose personal liability on partners for entity-level compliance failures. The court held that liabilities incurred during the LLP's qualified period remained solely those of the limited liability partnership.
Luke Latham and partners in a media LLP faced a complaint alleging parallel conduct harming competitors. Plaintiffs attempted to hold partners personally liable. The court required factual allegations showing the obligations were not solely those of the limited liability partnership before piercing the statutory shield.
Laura Lewis led an LLP through a proposed merger with a larger firm. Minority partners challenged the transaction and sought personal recovery from the controlling partners. The court applied the limited liability partnership statute, confirming that entity obligations remained the sole responsibility of the LLP.
No. The statute expressly provides that failure of a limited liability partnership to observe formalities relating to the exercise of its powers or management of its business is not a ground for imposing liability on a partner.
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The shield applies to liabilities incurred while the partnership is a limited liability partnership. A partner is not personally liable for such obligations solely by reason of being or acting as a partner, including claims arising from employee conduct during qualified operations.
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No. The statute protects partners only for liabilities incurred while the partnership maintains limited liability partnership status. Pre-qualification obligations remain subject to the general joint and several liability rules applicable to ordinary partnerships.
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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…