The primary difference in survivorship is that a Limited Liability Partnership (LLP) can continue indefinitely as a separate legal entity, while a General Partnership (GP) is typically dissolved upon the death of a partner unless the partnership agreement specifies otherwise. A joint venture (JV) ends when the specific project is completed or as defined in its contractual agreement.
Here is a detailed comparison of the survivorship differences among an LLP, a Joint Venture, and a General Partnership in Uganda, based on information from legal Acts:
| Feature | ||||
| General Partnership (GP) | Limited Liability Partnership (LLP) | Joint Venture (JV) | ||
| Separate Legal Entity | No, the partners and the business are generally considered the same entity. | Yes, it is a body corporate with a separate legal personality distinct from its members. | Typically no, it’s a contractual arrangement between existing separate entities for a specific project. | |
| Effect of Partner’s Death | The death of a partner automatically dissolves the general partnership, unless the partnership agreement contains a specific clause for continuation by the surviving partners. The deceased partner’s estate remains liable for debts incurred while they were a partner, subject to the prior payment of separate debts. | The death of a partner (or member) generally does not dissolve the LLP. The LLP continues to exist as a separate legal entity, and the deceased member’s interest passes to their estate or as per the partnership agreement. | The death of an individual joint venturer or the end of one of the participating companies may terminate the JV, depending entirely on the terms and conditions outlined in the joint venture agreement. | |
| Continuity of Business | Business continuity is uncertain and depends heavily on the partnership agreement and the willingness of the surviving partners to form a new partnership. | The business can continue seamlessly, ensuring perpetual succession, as its existence is not tied to the individual lives of its members. | The arrangement is temporary, existing only for the duration of a specific project or task. Once the objective is achieved, the JV ends. | |
| Governing Documents | Governed by the partnership agreement and the Partnerships Act, 2010. | Governed by the LLP agreement, the Partnerships Act, 2010 (as amended), and the Regulations made pursuant to that legislation. | Governed by a specific contractual agreement that outlines the scope, duration, and exit strategies for the parties involved. | |
For specific guidance on business registration and the necessary forms in Uganda, you can contact Arnold www.lawyerarnold.com for more information and guidance on business registrations in Uganda