Ontwikkeling in die Amerikaanse vennootskapswetgewing : die aanspreeklikheidsbeperkte vennootskap as 'n nuwe ondernemingsvorm

Abstract

The fact that American corporate law is in a constant process of development, is clear from, firstly, the revision of their normal law of partnership since 1986, and, secondly, the incorporation of the limited liability partnership (LLP). The LLP developed as a result of attempts by the insurance industry to impart liability to attorneys and auditors when savings and loan societies collapse. The idea of a partner in a law or audit firm being liable for millions of dollars, created the need to limit the vicarious liability of partners. The limited liability partnership was created to this end. By 1996, more than 40 states had accepted limited liability partnership provisions into their partnership legislation. The general principle accepted by these states, is that a LLP could limit or exclude the joint and several liabillity of some or all of the partners for some or all of the duties or liabilities of that partnership. The provisions incorporated into the Uniform Partnership Act of 1997, regarding limited liability partnerships, deal chiefly with four aspects, namely (i) the extent of the limitations of a partner's liability; (ii) the voting requirements of establishing a limited liability partnership; (iii) the effect of establishment of an LLP on the partnership agreement; and (iv) the requirements of annual registration or filing. (J. for Juridical Science: 2001 26 (2): 41-51)