A Study On Partners' Liabilities In Limited Liability Partnership Under Anglo-American Law

One of the aspects of the new Partnership Law enacted on August 27^th 2006 is providing the special general partnership, which is Limited Liability Partnership. Limited Liability Partnership is originated in the United States in 90s of the 20^th century and applied mainly to professional organizations. It's the inevitable requirement for growth of the professional organizations that providing this system in our new Partnership Law. Its special feature is partners' liabilities which have limited liability and unlimited liability. This article introduces and analyzes partners' liability in Limited Liability Partnership in the USA and UK, hoping that it can do help resolving problems which will may emerge in the practice in China.Except the preface and conclusions, this dissertation is divided into 4 chapters as fellows:Chapter 1 introduces the emergence and evolvement of limited liability partnership. After introducing the underground of it emerging in America, the underground and legislation of limited liability partnership in the UK. And then comparing it with general partnership,limited partnership,traditional corporations and limited liability company and limited liability limited partnership in America.Chapter 2 deals with the limitations of limited liability and unlimited liability. Firstly analyzing the scope of limited liability and then unlimited liability. Mainly focuses on the liability under partner's direct supervision and control.Chapter 3 focuses on how to protect creditors' interests, after giving analysis on founding liability insurance or segregated account,distributions limitations in America and then systems of guarantee of members,and adjustment of withdrawals and disqualification of partners in the UK. Subchapter 3 analyzes the systems of piercing the partnership veil both in the US and UK.Chapter 4 referring to the systems of the US and UK, makes some considerations on our legislation. On the problems that the scope of limited liability is too narrow and there are a few legislations on how to protect creditors, the author provides some advice.