FAQs  Personal Liability of Partners

Will the partners of the LLP be held personally liable for the debts incurred by the LLP?

The partners of the LLP will not be held personally liable for any business debts incurred by the LLP. However a partner may be held personally liable for claims from losses resulting from his own wrongful act or omission. But a partner shall not be personally liable for such wrongful acts or omissions of any other partner of the LLP.

What are the fiduciary duties for partners and managers?

The LLP Act does not prescribe fiduciary duties for partners and managers. However there is also the issue of whether the concept of "fiduciary duty" which features in a variety of relationships such as those between trustees and beneficiary, guardian and ward, agent and principal, attorney and client, directors and corporations as well as among members of a unlimited liability partnership exist. Such fiduciary obligations, developed by equity are complex by nature. The LLP Act states that otherwise provided by the Act, the law relating to partnership shall not apply to a LLP. The LLP Act already provides specifically for limited liability of partners, personal liabilities in tort in respect of partners as well as powers of partners to bind of LLPs. As time progresses, the development of case laws will give greater definition to this area of law.

How does the public know the amount of liability committed by each partner in a LLP?

It is not a legal requirement to report to ACRA the amount committed by the partners as a LLP is a business structure. The public can find out its solvency status as LLPs are required to file annual solvency status.

Partner is personally liable for his own wrongful acts or omissions

• what happens if the wrongful act/omission is due to negligence/careless error rather than fraudulent intent? Must the partner be personally liable in such instance or the LLP as a whole?
• will the covering partner (in legal/accounting practice) in the absence of the actual partner (who is on leave etc), be held personally liable.

Personal liability shall continue to attach to partners under the law of Tort. To understand the implications of the duties and liabilities under the law of Tort, you are encouraged to seek further advice from professionals or locate them legally