LLC和LLP的区别
2010-05-10 14:23阅读：
何为LP，即Limited Partnership，原文为“A limited partnerp has at least one
general and one limited partner. General partners in a limited
partnership are like general parters in a general partnership,
which includes personal liability for the debts of business.
Limited and general partners are owners and enjoy the tax benefit
of being partners in a partnership. By statute limited partners are
not liable for the debt of business...they do not have management
rights in their status as limited partners...
”中文意思就是，LP即
中
国合伙
企
业法里面有限合伙概念，既有普通合伙人，又有有限合伙人，有限合伙人享受合伙制的优越性（如单一征税），同时担任有限
责
任，但是没有管理权。
| LLP即Limited Liability Partnership, LLP ... makes available |
limited liability for all partners of a general partnership which
shields partners from liability for all of the debts of the
business. An LLP is a general partnership in all other respects.
即，LLP和LP的区别就是，LLP里面所有的合伙人均享有有限责任，但是其又和LP里面的有限合伙人不同，LLP里面的合伙人在承担有限责任的同时还享
受管理权。即，LLP就是由将普通合伙中所有的普通合伙人全部改成承担有限责任的普通合伙人。
LLLP即Limited Liability Limited Partnership. LLLP is an entity
authorized by statute...in which limited liability is extended to
general partners of a limited partnership in the same manner as it
is to partners in an LLP. In all other respects the LLLP is like a
regular limited partnership.
即，LLLP就是将LP中的普通合伙人也搞得像LLP中的合伙人一样，既有管理权，又享受有限责任，但是保留一部分只有有限责任，却没有管理权的有限合伙
人。
LLC即Limited Liability Company, 初看很像中文的有限责任公司，但是，LLC is a form of
doing business as an unincorporated entity. It offers owners the
benefits of limited liability, taxation as a partnership, and
management flexibility. Liability is limited in the sense that
owners are not liable for the debts of the business and in that
respect are in a similar position to shareholders of a
corporation.
根据元照英美法字典解 释，corporation 指法人或公司，incorporation
指法人设立（名词），unincorporated 指非法人的，非注册的
即，
在美国法，LLC是指不具备法人资格的有限责任“公司”，此含义与中国公司法的有限责任公司截然不同，美国LLC是合伙人（有限责任，单一征税）＋法人股
东有限责任的结合体＋弹性管理制度。
（A
limited liability company (abbreviated
L.L.C. or
LLC) in the law of the vast majority of
United States
jurisdictions is a legal form of business
company that provides
limited
liability to its owners. Often incorrectly called a 'limited
liability corporation' (instead of company), it is a hybrid
business entity having certain characteristics of both a
corporation and a
partnership or
sole
proprietorship (depending on how many owners there are). An
LLC, although a business entity, is a type of
unincorporated
association and is not a corporation. The primary
characteristic an LLC shares with a corporation is
limited
liability, and the primary characteristic it shares with a
partnership is the availability of pass-through
income
taxation. It is often more flexible than a corporation and it
is well-suited for companies with a single owner.）
