Understanding The Distinction Partnership vs. Limited Liability Partnership

how to differentiate between partnership and limited liability partnership


In the world of business, various legal structures exist to accommodate different forms of collaboration. Among these structures, partnership and limited liability partnership (LLP) are two commonly chosen options. While both involve multiple individuals pooling their resources and skills for a common purpose, they differ significantly in terms of liability and governance. This article aims to shed light on the key differences between partnership and LLP, helping entrepreneurs make informed decisions when establishing their ventures.

Partnership Defined

A partnership is a business structure where two or more individuals enter into an agreement to carry out a business venture with shared profits, losses, and decision-making responsibilities. In a general partnership, all partners have equal rights and share unlimited liability for the partnership’s debts and obligations. This means that if the partnership faces financial difficulties, creditors can seize partners’ personal assets to settle the debts.

Limited Liability Partnership Explained

In contrast to a general partnership, a limited liability partnership (LLP) provides a degree of personal liability protection for its partners. LLPs blend elements of both partnerships and corporations, allowing partners to enjoy limited personal liability for the partnership’s debts and obligations. In an LLP, partners are not personally responsible for the misconduct or negligence of their fellow partners. Each partner’s liability is limited to their investment in the business and any personal guarantees they have provided.

Distinguishing Factors

  • Liability The primary distinction between partnership and LLP lies in liability. While general partnerships expose partners to unlimited personal liability, LLPs offer partners limited liability protection. This protection shields partners’ personal assets, ensuring that their exposure to financial risk is limited to their investment in the business.
  • Formation and Registration Partnerships often have fewer legal formalities compared to LLPs. Partnerships can be formed orally or through a written agreement, while LLPs require formal registration with the appropriate government agency. LLPs typically involve drafting a partnership agreement, specifying the rights, responsibilities, and liabilities of the partners.
  • Governance and Decision-making Partnerships tend to have a more informal governance structure, with decision-making authority typically shared equally among partners. LLPs, on the other hand, often have a more structured management framework, where partners may elect designated individuals or a managing committee to oversee day-to-day operations.
  • Professional Services LLPs are commonly utilized by professionals such as lawyers, accountants, and architects. Many jurisdictions restrict certain professional services to be conducted only through LLPs to ensure partners are protected from personal liability arising from the actions of other partners.

Frequently Asked Questions

How do you distinguish a partnership from a limited liability partnership?

A partnership firm cannot enter into a contract in its name. An LLP has a separate legal entity under the law. A partnership firm has no separate legal status apart from its partners. The partner’s liability of an LLP is limited to the extent of their capital contribution to the LLP.

What is the maximum number of partners in an LLP?

A minimum of two partners are required to form an LLP whereas there is no maximum limit for the number of partners.


Understanding the differences between partnership and limited liability partnership is crucial for entrepreneurs embarking on a collaborative business venture. By considering these distinctions, individuals can make informed choices aligned with their needs and aspirations.

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