Key Differences Between an LLC and an LLP

Jun, 11 2024


When starting a new business, understanding the legal structure that best suits your needs is crucial. Two common business entities are the Limited Liability Company (LLC) and the Limited Liability Partnership (LLP). Although they may appear similar at first glance, there are significant differences between the two. This article delves into these differences to help you make an informed decision for your business.

Understanding the Basics

What is an LLC?

An LLC, or Limited Liability Company, is a flexible business structure that combines the liability protection of a corporation with the tax benefits and simplicity of a partnership. LLCs are popular among small business owners because they offer a balance of liability protection and operational flexibility. Owners of an LLC are referred to as members, and an LLC can have one or more members. Additionally, an LLC can be owned by individuals, corporations, other LLCs, and foreign entities.

What is an LLP?

An LLP, or Limited Liability Partnership, is a partnership in which some or all partners have limited liabilities. It is particularly favored by professional groups such as lawyers, accountants, and architects. In an LLP, partners can be either general partners, who are involved in the management of the business, or limited partners, who do not participate in management and whose liability is restricted to their investment in the business. Typically, LLPs are restricted to specific professions, and the eligibility criteria can vary by state.

Similarities Between LLCs and LLPs

Before exploring the differences, it’s important to understand the similarities between LLCs and LLPs:

Pass-Through Taxation

Both LLCs and LLPs are pass-through entities, meaning that the business itself does not pay income tax. Instead, the profits and losses are passed through to the owners’ personal tax returns. This can simplify the tax process and often results in a lower overall tax burden.

Liability Protection

Both business structures provide liability protection to their owners. This means that the personal assets of the owners are generally protected from business debts and liabilities, provided that the business is properly managed and separate from personal affairs.

Management and Record-Keeping

Neither LLCs nor LLPs have a board of directors. However, they must maintain good business records and conduct regular recorded decision-making meetings to ensure a clear separation between the business and its owners. This helps in preserving the liability protection shield.

The fees for forming an LLC or LLP are typically similar across states, though there can be some variation. Both entities require an operating document: an operating agreement for LLCs and a partnership agreement for LLPs. These documents outline the duties and responsibilities of the owners, day-to-day management procedures, what happens if an owner leaves, and how profits and losses are divided.

Key Differences Between LLCs and LLPs

Ownership Flexibility

One of the main differences between LLCs and LLPs is in ownership flexibility. An LLC can have various types of owners, including individuals, corporations, other LLCs, and even foreign entities. On the other hand, LLPs are usually restricted to specific groups of professionals and generally cannot include corporations or other business entities as partners. This makes LLCs more flexible in terms of ownership structure.

Management Structure

In an LLC, all members typically have an equal say in the management of the business unless otherwise specified in the operating agreement. Conversely, in an LLP, there are general partners who manage the business and limited partners who are essentially investors without a role in daily management. This distinction can be critical for businesses where some owners prefer to be passive investors.

Tax Options

While both LLCs and LLPs are pass-through entities, LLCs have an additional advantage: they can choose to be taxed as a corporation or an S corporation. This can offer significant tax benefits in certain situations, particularly for businesses that are profitable and want to retain some earnings within the company. This flexibility is not available to LLPs, which are always taxed as partnerships.

Professional Restrictions

LLPs are often restricted to specific professions, such as law, accounting, or architecture. These restrictions vary by state and can limit the types of businesses that can form an LLP. For example, in California, only groups of architects, surveyors, lawyers, public accountants, or engineers can form an LLP. LLCs, however, are not subject to these professional restrictions and can be formed by any type of business.

Liability Differences

While both LLCs and LLPs provide liability protection, the nature of this protection can differ. In an LLC, all members have the same level of liability protection, which extends to their personal assets. In an LLP, limited partners enjoy liability protection as long as they do not participate in the management of the business. General partners, however, have a greater liability exposure since they are involved in daily operations.

Choosing Between an LLC and an LLP

Factors to Consider

When deciding between an LLC and an LLP, consider the following factors:

  • Nature of the Business: If your business is a professional service firm like a law or accounting firm, an LLP might be more appropriate due to the professional restrictions.
  • Ownership Structure: If you prefer a flexible ownership structure that can include individuals, corporations, and other entities, an LLC is likely a better choice.
  • Management Preferences: If you want all owners to have an equal say in management, consider an LLC. If some owners prefer to be passive investors, an LLP might be more suitable.
  • Tax Considerations: Consult with a tax professional to determine which structure offers the most advantageous tax treatment for your specific situation.

Both LLCs and LLPs offer significant benefits, but they also come with specific requirements and limitations. It’s crucial to consult with legal and tax professionals to understand the implications of each business structure fully. This will help you make an informed decision that aligns with your business goals and personal circumstances.


Both LLCs and LLPs provide valuable options for business owners seeking liability protection and pass-through taxation. However, they cater to different needs and have distinct features. LLCs offer more flexibility in ownership and tax options, making them a popular choice for a wide range of businesses. LLPs, with their focus on professional groups and the option for passive ownership, are ideal for specific professional services. By carefully considering the differences and consulting with professionals, you can choose the business structure that best suits your needs.

Choosing the right business structure is a critical step in setting up a successful business. Whether you opt for an LLC or an LLP, understanding the key differences will help ensure that your business is built on a solid foundation.

Author of the article
Key Differences Between an LLC and an LLP
Valentina Khlavich
Managing Partner
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