Limited liability partnership là gì


If you"re an entrepreneur, there are a few legal structures you can piông chồng for your business. You can choose a sole proprietorship, corporation, general partnership, limited liability company, or limited liability partnership. In this guide, we"ll specifically take a look at LLPs, or limited liability partnerships.

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A limited liability partnership (LLP) is a formal partnership between at least two business partners. Each business partner is provided with limited liability, which means they aren"t fully responsible for the business" debts or liabilities. Partners in an LLP. aren"t liable for the negligent acts or malpractice of a single partner — each partner is accountable for their own negligence.

Now let"s discuss some benefits & challenges of limited liability partnerships.

Benefits of Limited Liability Partnerships

Member personal asmix protection: If an LLPhường were khổng lồ be sued, the personal assets of each partner would be protected.Flexible management: Partners in an LLP. determine management structure themselves, with each partner choosing how much management responsibility they would lượt thích to have sầu.Legal entity: Once formed, an LLP is considered a legal entity separate from its members that can enter inkhổng lồ contracts, or own or lease property.Managing an LLP isn"t without challenges. If an LLPhường were lớn be sued, though the personal assets of each partner would be protected, the assets in the partnership could be lost. Though the partnership would be the target of a lawsuit — the partner who"s at fault or was negligent could be personally liable for their actions. Additionally, member turnover is a consideration. In the sự kiện a partner leaves a two-các buổi tiệc nhỏ LLP, the company may have to lớn dissolve sầu.

Examples of Limited Liability Partnerships

Common businesses that become LLPs are law firms, accounting firms, & doctor offices because multiple partners are involved in the business. The guidelines for starting an LLP will vary by state (for reference, here"s the LLP.. information for the state of Massachusetts) and the amount of limitation varies by state as well.

Limited Partnership

A limited partnership (LP) is a legal partnership between at least two partners — a general partner, and a limited partner. General partners are responsible for making business decisions. Liability protection covers the limited partner, while the general partner is personally liable for the debts of the partnership.

Pros and Cons of a Limited Partnership


Pass-through taxation: Income from the partnership is not taxed at the corporate cấp độ. All profit và loss amounts are reported on the partner’s personal tax returns.Personal asset protection: Limited partners are only liable for what they have invested in the business — their personal assets are protected.The ability khổng lồ add more limited partners: This business structure has the flexibility lớn add more parties lớn the partnership at any time. Doing so can assist with adding capital to lớn the business.Limited partners can leave at any time: If a các buổi tiệc nhỏ chooses to leave sầu the limited partnership, they can do so without dissolving the company


Liability for general partners: In an LPhường., general partners carry the company’s debts and liabilities. The general partner is considered responsible in the event of a lawsuit or bankruptcy.Limited partners unable to make decisions: Since limited partners are not involved in the daily operations of the business, their say in business decisions is limited.

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LLPhường vs. LP

The key difference between an LLPhường. và an LP is that the LP. only protects the limited partner from personal liability & only the general partners are personally liable. And in an LLPhường, all partners are provided with limited liability, và their personal assets are protected from the negligence of another partner.

Unlike an LLP where all partners can make business and operational decisions, the general partners are the only decision-makers in an LP..


Both LLPs & LLCs limit the amount of liability or responsibility a business owner has for their company"s debt. LLPs must have at least two partners, while LLCs can have as few as one. LLCs can be taxed as a corporation or partnership, while LLPs are taxed as partnerships.

While limited liability partnerships and limited liability companies sound similar, they are different business entities. And below, we"ll take a look at the key elements of an LLC.

Limited Liability Company

A limited liability company (LLC) is a legal entity that can have sầu more than one owner & has the characteristics of a corporation and a partnership. Owners are also known as members, và the members aren"t personally responsible for the company"s liabilities or debts. And there isn"t a limit khổng lồ the number of members an LLC can have.

For example, let"s say Maria & Scott are partners in a bike business. One of their bike models malfunctioned & many customers were injured as a result. If they operate their business, Maria & Scott"s Bicycles, an LLC, they wouldn"t be personally liable for the injuries.

Pros and Cons of a Limited Liability Company


Pass-through taxes: This means that the business" taxes are passed to the individual partners, preventing double taxation.Personal assets are protected: Members aren"t personally liable for any debts.No residency requirement: You don"t need to lớn be a U.S. citizen to start an LLC.


Member turnover: If a member leaves the company, the company may be subject lớn dissolution.Stakeholder limitations: In an LLC, shares of the business can"t be issued lớn potential investors or stakeholders. If you"d like to take your business public in the future, this is an important point to lớn take inkhổng lồ tài khoản when considering an LLC.

Choosing a business format that"s right for you and your business partners takes careful consideration. To learn more about different business structures, read about how to lớn start a business next.

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This article does not constitute legal advice. The steps required to khung an LLP may differ from state to lớn state, so you should seek your own legal advice to ensure you follow the correct process.