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ACCA Applied Skills · Corporate and Business Law (Global) · Partnerships

Ivor and Jana operate a trading firm in a jurisdiction which allows a limited liability partnership (LLP) as a corporate-style entity. Which feature most accurately distinguishes an LLP from a general partnership?

An LLP has separate legal personality and gives its members limited liability, unlike a general partnership. An LLP is also created by registration, while a general partnership arises simply from conduct and has unlimited personal liability.

  1. AAn LLP has separate legal personality and its members normally have limited liability, whereas a general partnership lacks these in most jurisdictionsCorrect
  2. BAn LLP must have at least one member with unlimited liability, whereas a general partnership does not
  3. CAn LLP can be formed informally by conduct, whereas a general partnership requires registration

Explanation

An LLP is a registered body with its own legal personality and members whose liability is limited, whereas a general partnership usually has no separate personality and unlimited liability. Option B describes a limited partnership. Option C reverses the position: LLPs require registration, general partnerships do not.

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