1. What is The Difference Between an LLC and an LLP?
2. Forming an LLP vs. Forming an LLC
3. LLC Definition
4. LLP Definition
5. Advantages & Disadvantages of LLC Vs. LLP
6. Liability
7. Operations
8. Owners

What is The Difference Between an LLC and an LLP?

Looking at an LLP vs. LLC, both mix facets of a company and a partnership. The differences between a Limited Liability Corporation, also known as an LLC, and a Limited Liability Partnership, also known as an LLP, include how the members or partners purchase in, promote out, and add or remove members or partners. One other distinction is what portion of management or voting share each member or partner is given.

Forming an LLP vs. Forming an LLC

To form an LLP or LLC, you should file organizational paperwork together with your state company responsible for enterprise filings. Forms and directions can sometimes be found on the local government's website, and filings must be accompanied by a payment.

All LLCs should have a working agreement, and all LLPs must have a partnership agreement to spell out the rights and responsibilities of the property owners. In many states, LLP creation paperwork requires more detailed info than LLC creation paperwork does.

LLC Definition

An LLC is a certified entity that mixes individual protection like with a corporation and the personal tax breaks that come with running a partnership. LLCs are very popular business entities, especially for small business owners.

However, not every company can become an LLC. For example, banks or insurance companies cannot be formed under an LLC. There are also certain state-level regulations that prohibit some professional service industries from forming LLCs like doctors, accountants, or attorneys, for instance. In those instances, the professional service providers can form a variation of the LLC known as a PLLC or a professional limited liability company. The only state that prohibits this is California.

LLP Definition

An LLP is a common partnership with at least two owners, known as partners in the government’s eyes. An LLP is a combination of a company and partnership, wherein the partners are afforded limited personal liability in the venture.

One of the main differences between LLC and LLP is that an LLP requires one person, a partner, to be personally liable for the partnership. Silent partners and angel investors can stay protected as long as they do not take over a management role.

Currently, 40 states enable some LLP formation. The legal requirements can differ from one state to the next, and some states limit which professions can form an LLP. Thus, it’s important to research the requirements and limitations of an LLP in the state within which you operate.

Advantages & Disadvantages of LLC Vs. LLP

An LLC is owned by members and is a mixture of the options of a company and partnership; the construction gives private asset safety for members. An LLP is owned by partners and gives a few of the identical protections from collectors as an LLC. Some states solely enable professional enterprises, like accounting agencies, to form an LLP. There are plenty of advantages to both.


The non-public belongings of each member of an LLC are protected from actions by the company's collectors, as with a corporation. The partners within the LLP sometimes determine which member is answerable for the business money owed. If an LLC partner commits an act that's legally actionable, all members of the LLC can be held liable. Every associate in an LLP, however, is personally liable only for his or her own negligence; partners will not be liable for other associates' errors and are the sole risk to their capital funding within the LLC.


Both LLCs and LLPs are created as soon as the mandatory papers are filed with the state business division. The requirements for an overseas LLC to conduct business legally differ by state; however, the requirements for LLPs are typically common. An enterprise with dealings throughout a number of states might find the usual overseas LLP option helpful.


An LLC can have a number of members; there is no limit on what number of members the LLC can have. Members of an LLC will be organizations, trusts, another enterprise, or other people. In contrast to member administration assembly, every member shares accountability for operating the enterprise, and the administration group runs the enterprise under a supervisor administration assembly, and the remaining members aren’t concerned with business decisions.

If you need help with choosing an LLP vs. an LLC, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.