FAQ's

Limited Liability Partnerships

1. What is a limited liability partnership (LLP)?

   Under ORS Chapter 67, any partnership (other than a limited partnership) that renders "professional" services may register as a LLP. "Professional" means licensed accountants, architects, attorneys, chiropractors, dentists, landscape architects, naturopaths, nurse practitioners, psychologists, physicians, podiatrists, radiologic technologists, real estate appraisers, and other persons providing similar services to the public for which a license is required. Thus, a LLP is a partnership for which the liability of partners is limited in certain respects. LLPs are generally governed by the rules for general partnerships (ORS Chapter 67) except to the extent modified by the LLP statutes. Registration as a LLP with the Secretary of State limits, but does not eliminate liability for partners.

   LLP partners have limited liability for partnership obligations, such as under leases or tort claims arising from circumstances unrelated to the professional practice. However, partners in a LLP who are practicing professionals, remain directly liable for their own negligent or wrongful acts or omissions in the same manner as shareholders of an Oregon professional corporation. Further, a partner who is a professional will be personally liable for the negligent or wrongful acts or omissions of any person who is under their direct supervision and control. LLP partners are also vicariously liable for the malpractice liability of other partners or employees up to an annual maximum amount of $300,000 per licensed professional with an aggregate limit of $2 million for the partnership. If there are fewer than seven licensed professionals, the aggregate vicarious liability is $300,000 multiplied by the number of licensed Oregon professionals.

   The LLP statues require that the name of the LLP, and any assumed business name, reflect its status as a LLP. Thus, the partnership name and any assumed business name must contain the words "limited liability partnership" or the abbreviation L.L.P. or LLP as the last words or letter of its name.