The nature of a limited liability partnership and its legal framework
The nature of a limited liability partnership and its legal framework

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • The nature of a limited liability partnership and its legal framework
  • The law applying to LLPs
  • A body corporate
  • Requirements to incorporate an LLP
  • Members
  • Appointment and minimum number
  • Limited liability
  • Relationship between members
  • LLP members and employee status
  • LLP members and worker status
  • More...

A limited liability partnership (LLP) is not a partnership but a body corporate that is formed under the Limited Liability Partnerships Act 2000 (LLPA 2000), which came into force on 6 April 2001.

In the 1990s, some of the larger professional partnerships were becoming increasingly concerned by the risk of substantial personal liability of their partners and began to pressure the government to address the issue. Following a consultation, the government decided to create a new form of entity, the LLP, which retains the internal flexibility of a partnership whilst also limiting the liability for partners.

The law applying to LLPs

The majority of law applicable to LLPs is actually modified company law rather than partnership law. LLPA 2000 expressly states that, except as otherwise provided in that Act or regulations made pursuant to it, the law relating to partnerships does not apply to an LLP.

LLPA 2000 is largely a framework statute covering the formation of an LLP and the relationship of the members of an LLP. It is supplemented by various statutory instruments. In particular:

  1. the Limited Liability Partnerships Regulations 2001 (LLP Regs 2001) apply provisions of partnership law to LLPs

  2. the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs

  3. Limited Liability Partnerships (Accounts and Audit) (Application of CA

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