[6][7] Generally, members enjoy limited liability, meaning they are not responsible for an LLP's debts or obligations.
[9] A notable exception to this, however, is in the respect of taxation: LLPs are treated as partnerships for tax purposes.
[citation needed] Section one of the 1890 Act defines partnership as ‘the relationship which subsists between persons carrying on a business in common with a view of profit.’ This can come about by oral agreement, written document or conduct.
[13] The provisions of the Partnership Act 1890 apply unless expressly or impliedly excluded by agreement of the partners.
Under the law of England and Wales, a quasi-partnership is a legal creation brought about where the court needs to treat several shareholders of a company as mutually bound to each other to a greater extent than would generally be expected of such shareholders under company legislation.
[16][17] Where a company is a quasi-partnership at a time when it is being valued, especially for purposes of winding-up, the courts would expect the valuation to disregard the discount normally applied to a minority shareholding,[18] which reflects the fact that a minority owner does not have the power to direct the affairs of the business.
[19] The courts in England and Wales "have repeatedly emphasised that the overriding requirement in quasi-partnership cases is that the price to be paid, where a buy-out order is made, should be fair".[18]: Sect.