Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Limited Liability definition

What does Limited Liability mean? In legal practice, limited liability means an owner’s personal exposure for a business’s debts is capped because the business has a separate legal personality. In a company limited by shares, a shareholder’s liability is limited to any unpaid amount on their shares. In a company limited by guarantee, a member’s liability is limited to the sum they agree to contribute on a winding up. These outcomes are set by statute (UK Companies Act 2006; Irish Companies Act 2014) and are broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland. Related forms include UK limited liability partnerships...

Converting to an LLP: pensions implications, TUPE, section 75 debts, scheme transfers, consultation and life assurance for transfers from partnerships or companies

Published by a LexisNexis Pensions expert

Practice notes

A Limited Liability Partnership (LLP)

An LLP is a statutory business vehicle created under the Limited Liability Partnership Act 2000 (LLPA 2000). From 6 April 2001, LLPs have been capable of being formed in England and Wales. Notable features of an LLP are:

It is a corporate body and separate legal entity, with a legal personality independent of its members.
It has unrestricted capacity.
Its members benefit from limited liability, whereas partners in a General partnership have unlimited liability (although, for tax purposes, an LLP is treated as a general partnership).
Members may determine their own arrangements, via an LLP members’ agreement, including:
- obligations to contribute to the LLP
- allocation of management responsibilities
- profit distribution mechanisms
- the Appointment and removal of LLP members
- members’ duties to provide for their retirements

An LLP is also distinct from a Limited partnership constituted under the Limited Partnership Act 1907. LLP members have limited liability...

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Wyn Derbyshire

gunnercooke LLP

Wyn is a partner at gunnercooke LLP and specialises in pensions, trust and employment law in all industry sectors, dealing with the transactional, advisory and documentation aspects.He also has wide experience of the pensions implications of heavyweight corporate transactions and flotations, the issues arising from the establishment and merger of pension schemes, and sex equalisation and other discrimination issues in respect of benefits provided by pension schemes. In addition, he provides advice to pension scheme trustees generally.Recent transactions include advising Amcor on pension matters relating to the acquisition of Alcan business and the acquisition of Northern Foods PLC by Boparan Holdings.He is a co-author (with Stephen Hardy and Stephen Maffey) of TUPE: Law and Practice, published by Spiramus Press (now in its 4th edition), and co-author (with Stephen Hardy and David Wicks) of Money & Work, published by Spiramus Press in August 2007. He has also...

Web page updated on 21/05/2026

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