The Research Of Limited Liability Partnership

Limited Liability Partnership (LLP) is a new unincorporated business entity that originated in Texas in America in 1991 and adopted in our new revised Partnership Business Law in 2006 to protect the innocent partners from vicarious liability claims. The most important feature of LLP is that its'members have some form of limited liability. Apart from it, LLP has other traditional features of general partnership. Currently, the systematic studies on LLP is quite few, furthermore, most studies in theoretical circle mainly focus on the issue of China's need for the introduction of LLP. In view of China's adoption of LLP in the new revised Partnership Business Law, contrast to the previous studies which mainly focus on the issue of China's need for the introduction of LLP, my paper mainly focus on making some improving recommendations on the basis of commenting on China's existing system of LLP through historical research and comparative analysis methods.The paper is made up of four parts.The first part is an overview of LLP. The article first clarify the concept of LLP, the object who is allowed to use this new business form, and then, compare and analyze the distinction between LLP and general partnerships, limited partnerships, limited liability companies and corporations. Finally, introduce the legal status of LLP in different countries.The second part introduces the origin and development of the LLP form in Texas, discusses the adoption and expansion of LLP form in other states of the United Stated and other countries of the world, and at last, draws some conclusions through the development progress of LLP.The third part discusses partners' liability for LLP's debts and how to protect the interests of creators. The article starts with two angles of"members'limited liability"and"members'liability for their own misconduct", and analyzes the internal relations and the rights and obligations of LLP. Then in the analysis of external relations of LLP leads to the core of this paper, that is, how to protect the interests of external creditors. The article focused mainly on several creditor protection measures used in Britain and the United States, which lay the groundwork for Chapter IV.The fourth part concerns the reality of our country. On the basis of analyzing the provisions adopted in the new revised Partnership Business Law, the article point out that the defects of current system of LLP and the corresponding recommendations. Finally is the conclusion.