The relationship between US LLCs and UK partnerships

LLC law is in many, many respects partnership law wearing different clothing.  The first LLC statutes were an amalgam of the then current uniform general partnership act and the uniform limited partnership act.  Indeed, many LLC statutes still include a statutory apparent authority provision derived from Section 9 of the Uniform Partnership Act of 1914, which as you may know was based heavily on the English Partnership Act of 1890.  In re Hall's Estate, 1919 WL 2957, at *3 (Pa. Orph. 1919), aff'd, 266 Pa. 312, 109 A. 697 (1920) (“[In] the article in the Central Law Journal, vol. 80, page 435, written by Walter George Smith, Esq., who was Chairman of the Committee on Commercial Law of the Commissioners on Uniform State Laws, under whose direction the act was drafted, … he says: ‘The draftsman, William Draper Lewis, Esq., formerly Dean of the Law School of the University of Pennsylvania, and now one of its professors, based his work upon the English Partnership Act,’ etc.”)


Dan Kleinberger

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