Hartwell LLP, a consultancy formed under the Limited Liability Partnerships Act 2000, signs a five-year lease of office equipment through one of its members, Jade, who acts with authority. Hartwell LLP later cannot pay the rentals. Who is liable to the lessor under the lease?

Correct answer: A) Hartwell LLP itself, as a body corporate with legal personality separate from its members; the members are not personally liable on the lease merely because they are members

Explanation

An LLP is a body corporate with legal personality separate from its members (s1 LLPA 2000). It contracts in its own name, owns its property and is liable for its own debts. Members act as its agents, so Jade binds the LLP, not herself. Members' liability is generally limited to what they agreed to contribute, although in an insolvent winding up they may be ordered to contribute for wrongful or fraudulent trading or to repay certain withdrawals. Designated members have extra administrative duties, such as filing, but no extra liability for the LLP's debts.