| Limited Liability Partnership, LLP, is a new-type enterprise organizational form of U.S.A. that started at the beginning of 1990s. It combines limited liability with flexibility in management structure and partnership taxation classification.Because LLP has merged the characteristic of the company and the partnership, it becomes very popular in U.S.A. Almost all U.S.A. states have issued LLP statutes. In about ten years, LLP developed greatly. It has already surmounted the range of U.S.A. and gone to the world: The former British colony -Jersey, Ontario and Britain have adopted LLP statute; In 1995 Germany passed his own LLP statute.In the course of its rapid development, LLP has changed very much. According to the difference of the scope of limited liability shield, all LLP statutes can divide into four generations: the first generation LLP statutes were designed to shield non-negligent partners only from the "error, omissions, negligence, incompetence or malfeasance" of other partners. The second generation LLP statutes expanded the liability shield to include debts or obligations arising out of "wrongful acts or misconduct," and protection both directly and indirectly, by way of indemnification, contribution and assessment. The third generation and the fourth generation LLP statutes attempted to provide a broad "comprehensive" liability shield for partners. They exempted partners from direct and indirect personal liability for all debts and obligations of the partnership, by implication, including commercial contracts.However, personal liability continues to exist for debts and obligations arising from a partner's own negligence or tortuous conduct in all four current generations of LLP statutes. This reserve of personal liability makes LLP can keep the flexibility and convenience, which the general partnership keeps specially. It also determines that the final assurance form of LLP is limited partner's personal property and personal credits. Although British statute indicates that the LLP unfit the rules of general partnership, LLP is still a variety of general partnership.LLP is a kind of system that set up for professional person. For a long time, individual practice and general partnership are main forms of professional service. But with the increasing of the scale of modern economy, it demands much bigger scale special organizations. However, traditional partnership can not be too big scale becauseof the joint and several liability of the partners. Although LLP exempt the most part of individual duties, it still remains the necessary personal duty to keep the running flexibility and the image of specialist. However, the intention of its legislation may be discounted because of various kinds of reasons In addition, after the third generation, LLP bring the contract debts into protection of limited liability, and make it may be comfort to common commercial activities, so it expanded its range of usage.The big problems must be the creditor protection arising from LLP. Since it freed the main personal duty of partner, the creditor can only pursue the partnership assets and negligent partners, so the creditor will confront much more risk. In order to balance the benefit of partner and creditor, many countries created a lot of institutions, but general speaking, it is the copy of corporate system although it effected, and as the some time, it reduced its flexibility and convenience, increase its running cost. The better way is to expand the apply range of piercing the veil', set up the direct appeal system of partner, to strengthen the protection of creditor.However, it is necessary to our country to introduce LLP system, it still have much obstacles for introducing this system, and lack of the conformed running situations. On one hand, we should limited its usage strictly when import it , on the other hand, we should adjust the concrete system correspondly... |
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