LLP and general partnerships are not the same. Both have their own set of differences. To know more about it you can always take legal help.
Limited Liability Partnerships, or LLPs, are widespread when you’re in the business world. Simply put, an LLP is a flexible entity allowing partners to benefit from company profits while protecting themselves from the actions of, and the risks taken by, the other partners. Read more to know about Essentials of Limited Liability Partnerships.
Law firms are a typical example: you’ll often see firms with names like “Green, Smith, & Hudson, LLP.” This signifies that partners are responsible for their actions without liability to the other partners. If you’re thinking of setting up an LLP, the first tip would be to check with a lawyer: the prevalence of this kind of partnership means there’s a good chance they have first-hand experience setting one up.
How Do LLPs Differ From General Partnerships?
General partnerships are exactly what they sound like: an agreement between two or more people to work together and split the profits, sometimes grounded in a legal document.
While these are a painless, easy option for short-term partnerships, general partnerships aren’t enough in corporate scenarios where many factors need to be outlined and agreed on before the partnership commences.
An LLP is a more formal type of partnership and infinitely more customised. It’s a written partnership agreement, with conditions, factors, and reports required from all participating members. LLPs are managed by all partners, which means they also share some liability.
In the case of LLPs, however, the liability taken is significantly reduced, as this type of partnership focuses on protecting partners from the risks taken by a single partner.
Benefits of LLPs: A Closer Look
LLPs are used by accountants, lawyers, solicitors, and architects worldwide to work together without taking on unnecessary risks. This means there are many benefits to be had from a Limited Liability Partnership, including:
Protecting Personal Assets:
Since a Limited Liability Partnership is considered a separate legal entity, LLP agreements protect a partner’s personal assets from business risks.
2.LLPs Are Infinitely Flexible:
The operation of the business, and the division of profits after overhead costs are considered, are decided by written agreement between members. This allows companies to be flexible and change these factors when required.
3.LLPs Can Employ Staff, Lease Property, and Perform Other Actions:
An LLP’s status as a separate legal entity also comes with the ability to hire staff, lease property, and enter contracts. This means the risk is shared by the partners instead of resting on the shoulders of a single owner.
The Essentials of Limited Liability Partnerships
While LLPs are greatly appreciated for their flexibility, several factors must be present when drafting an LLP document. With each partner having their unique contribution, whether financial, networking benefits, or time invested into the business, these essential clauses help the partners of an LLP ensure there aren’t any problems or disagreements down the road.
Here are some Essentials of an LLP Agreement that must be present in any Limited Liability Partnership agreement:
The Definition Clause
Considered the core clause of any professionally-drafted LLP agreement, the Definition Clause contains:
- Necessities like the definitions of designated partners.
- The business of the LLP.
- The corporate name used by the LLP for all legal purposes.
Most state laws also require Definition Clauses to contain the address of the LLP’s main office and the addresses of the partners present in the agreement.
The Business of the LLP
Another essential that should be present in any LLP agreement is the business of the LLP. This clause should also state the address and operating venues of the LLP’s business, along with a date from when this business will commence. This seems contradictory to the flexibility of these agreements, but in reality, getting this out of the way ensures the business retains focus on providing its services in a central field.
The Capital Contribution of Each Partner
Third comes the capital contribution of each partner present in the LLP. This capital must be explicitly stated and specified. The Capital Contribution, or Capital of LLP, refers to what a partner invests into the business. The capital itself could be anything from operating funds to property and other kinds of assets.
For example, an LLP focused on manufacturing might bring in a partner whose Capital Contribution is the manufacturing equipment, provided for a share of the profits from the business.
The Rights and Duties of Partners
Before an LLP is drafted, partners must agree on their respective rights and duties and have them explicitly stated in the agreement. This ensures the business runs smoothly and that there are no disagreements down the road. In the absence of a partner performing their duties, however, they should fully expect to face legal consequences and even possibly be excluded by mutual agreement from the agreement.
The Profit-Sharing Ratio
In particular, Limited Liability Partnerships must mention the profit sharing ratios and the losses shared by the partners. To make that simpler, the agreement must state the amount or percentage of profit received by each partner and the amount or percentage of losses they are responsible for as well. In some cases, LLP agreements also provide for profits to be paid as interest on the particular member’s Capital Contribution.
The Dispute Resolution Mechanism
An LLP is only considered fully formed if a dispute resolution mechanism is stated in the agreement. In most cases, the dispute resolution mechanism is Arbitration, where a third-party, neutral negotiator is brought in to ensure every partner receives their equal due.
Dispute resolution mechanisms are essential because they allow partners to avoid litigation processes, which are expensive, lengthy, and have absolutely no certainty of success.
The Restrictive Covenants Imposed on Members
Restrictive Covenants, while often seen as distasteful, can significantly help a business stay profitable after a particular member leaves. A common example of a Restrictive Covenant is a clause that states members are prohibited from starting a competitive business after leaving the LLP. Believe it or not, these are as important to preserving the stability of the LLP as any other clause.
The Duration of the LLP
A Limited Liability Partnership agreement must also state the duration of the partnership. Usually, an LLP is either perpetual (in which case it exists and is renewed as and when required) or has a fixed duration for the partnership, after which the business of the LLP is wound up.
The Indemnities Clause
Lastly, an LLP agreement should have an Indemnities Clause. An Indemnities Clause protects the partners from risks, liabilities, or claims incurred while carrying on the business of the LLP. Standard operating practice also says that members mutually agree to indemnify the partnership for losses caused due to a breach of laws or ethics.
LLPs should be a consideration for any business that wants to function in an organised, independent manner. They help to reduce the risk of unnecessary lawsuits and ensure that all issues are handled equitably and efficiently. Vakilsearch is a platform that will help you learn about Limited liability partnerships.
As such, LLPs are a helpful business partnership solution for many businesses—especially those that deal with financial planning, legal services, or architecture design. Whether you’re just starting out or creating a new avenue of growth, LLPs can be easily set up and offer terrific functionality with minimal risk.