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Chapter

This chapter explains the various commercial and legal justifications that gave rise to the creation of Limited Liability Partnerships (LLPs), and gives an overview of similar bodies in different jurisdictions. It explains the legislative scheme by which LLPs were introduced, and how the provisions of company law have been applied.

Chapter

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the four principal business structures in the UK, namely the sole proprietorship, ordinary partnership, limited liability partnership (LLP), and company. The LLP and the company are created via a process called incorporation and are therefore known as incorporated business structures or, as they are referred to in their respective statutes, as ‘bodies corporate’. The sole proprietorship and the ordinary partnership are not created via incorporation and so are known as unincorporated business structures.

Chapter

This chapter discusses the common types of business organizations and explains the difference between unincorporated and incorporated businesses. The three types of partnership arrangements are considered, namely a general (ordinary) partnership, a limited partnership, and a limited liability partnership. The chapter includes discussion of the rules relating to partnerships under the Partnership Act 1890 and the Limited Liability Partnership Act 2000. It explains how different types of partnerships may be set up and looks at the relationship between partners and the relationship between partnerships and outsiders. It considers the dissolution of the different types of partnerships. The chapter concludes with a discussion of the different types of companies and the separate legal personality of companies.

Chapter

This chapter concerns the rapidly development of the law relating to limited partnerships under the Limited Partnerships Act 1907 (as amended).. It follows the recent rapid rise in the number of such firms on both sides of the border and the recent reform of the law, including the creation of the private fund limited partnerships(PFLPs). For non PFLPs it details the rules relating to formation, the liability of a limited partner and the modifications of partnership law, including non-interference in management and financial constraints. The relationship between the general and limited partners as to provision of information and derivative actions are set out. With regard to PFLPs, the differences from non PFLPs as to registration, interference in management (the white list), capital contributions, duties of limited partners and winding up are covered. Finally, the chapter considers the proposed (2019) further reforms to counter abuse of the limited partnership form in financial frauds.

Chapter

This chapter explains the statutory requirements with respect to the formation of an LLP and explains the process by which an LLP is incorporated. It explains how, as an incorporated body, an LLP acts through its members and other agents, and how their acts and their potential wrongdoing can be attributed in law to the LLP itself. It addresses the concept of limited liability that is consequent to an LLP's incorporation, and identifies the obligations that are imposed on an LLP arising from limited liability, in terms of registration and publicity.

Chapter

This chapter discusses various general-purpose legal forms for carrying on business. It starts with the simplest form of all, sole proprietorship (or self-employment). Two or more persons carrying on a business or profession in common with a view of profit are in partnership, which has developed into the sophisticated form of the limited liability partnership. The rest of the chapter is devoted to the various lesser used forms of company which can be registered under the Companies Act 2006 (CA 2006). These are guarantee companies, unlimited companies and community interest companies. The chapter also discusses how re-registration can be used to transform various types of company into other types.

Chapter

This chapter explains what membership of an LLP entails. It explains how a person becomes a member of an LLP, and the different types of membership that are recognised in law. It considers case law on the question as to whether a person can be both a member and an employee, and both a member and a worker. Finally, it explains how a person might be disqualified from being a member of an LLP and the consequences of such a person acting as a member whilst disqualified.

Chapter

This chapter describes the essential characteristics and consequences of a partnership and the derivation and development of partnership law in England and Wales under the Partnership Act 1890. It also covers the introduction of limited partnerships and contrasts both with LLPs; topics which are dealt with from chapter 9 onwards. It highlights the lack of legal personality, contrasting that with partnership law in Scotland, and the consequent problems of contemplated partnerships and continuity. Then it sets out the three essentials for a partnership to exist: a business, carried on in common, with a view of profit, contrasting partnerships with joint ventures. The chapter also considers the complications if there are corporate partners. Finally, it sets out the basic issues relating to jurisdiction for foreign partnerships.

Chapter

This chapter makes a comparison between companies, on the one hand, and partnerships or sole traders, on the other, in order to explain the various factors which should be taken into account when choosing between the two business media. It considers factors such as risk of capital, expense, publicity, taxation, interest relief, capital gains, inheritance tax, pensions, and social security. Due to the range of variables, the desirability of limited liability means that incorporation may be the only viable option, although this can also be achieved by setting up a limited liability partnership. Where limited liability is not of great importance, the tax factors will be more significant, and these would have to be examined from a number of perspectives, including the size of anticipated profits, the particular financial circumstances of the promoters of the business, and any particular expectations they had about their stake in the business.

Chapter

This chapter makes a comparison between companies, on the one hand, and partnerships or sole traders, on the other, in order to explain the various factors which should be taken into account when choosing between the two business media. It considers factors such as risk of capital, expense, publicity, taxation, interest relief, capital gains, inheritance tax, pensions, and social security. Due to the range of variables, the desirability of limited liability means that incorporation may be the only viable option, although this can also be achieved by setting up a limited liability partnership. Where limited liability is not of great importance, the tax factors will be more significant, and these would have to be examined from a number of perspectives, including the size of anticipated profits, the particular financial circumstances of the promoters of the business, and any particular expectations they had about their stake in the business.

Chapter

This chapter examines the law governing incorporation and bodies corporate. It explains that corporate bodies are called such because they are created via the process of incorporation and have corporate personality (and are therefore legal persons), and these types of business entities come in two principal forms, namely companies and limited liability partnerships. It discusses the formation and registration process for these types of businesses and the different types of registered companies. This chapter also describes the advantages of incorporation which include corporate personality, limited liability, and perpetual succession and its disadvantages which include civil liability, criminal liability, and potentially complex regulation.

Chapter

This chapter explains what the LLP Agreement does, and what default provisions exist in the absence of agreement. It considers whether a duty of good faith exists within the LLP Agreement. It discusses how an LLP Agreement might be amended, and considers the application of contractual remedies: damages, rescission, repudiation and frustration.

Chapter

Lee Roach

This introductory chapter provides an overview of the aims of company law and governance. Company law should hold companies and directors to account; be flexible enough to respond to novel and evolving practices; provide certainty; promote transparency; help to avoid misalignment of interests; promote corporate efficiency; and help avoid corporate disaster. The chapter then looks at other key important business structures. Other than companies, the principal business structures are the sole proprietorship, the partnership, and the limited liability partnership. A sole proprietorship is a sole individual carrying on some form of business activity. Meanwhile, two or more persons who wish to engage in business together can form an ordinary partnership. Lastly, limited liability partnerships were created to provide suitable business structures for large, professional firms. In many respects, limited liability partnerships resemble companies.

Chapter

This introductory chapter provides an overview of the aims of company law and governance. Company law should hold companies and directors to account, be flexible enough to respond to novel and evolving practices, provide certainty, promote transparency, help to avoid misalignment of interests, promote corporate efficiency, and help avoid corporate disaster. The chapter then looks at other key important business structures. Other than companies, the principal business structures are the sole proprietorship, the partnership, and the limited liability partnership. A sole proprietorship is a sole individual carrying on some form of business activity on their own account. Meanwhile, two or more persons who wish to engage in business together can form an ordinary partnership. Finally, limited liability partnerships were created to provide suitable business structures for large, professional firms. In many respects, limited liability partnerships resemble companies.

Chapter

This chapter considers the process by which a limited company is formed and the steps required both for and following its formation. It also looks at the related changes which can be made to a company’s main features. The process of registering a company is governed by the Companies Act 2006.

Chapter

This chapter considers the process by which a limited company is formed and the steps required both for and following its formation. It also looks at the related changes which can be made to a company’s main features. The process of registering a company is governed by the Companies Act 2006.

Chapter

This chapter explains how an LLP makes decisions, identifying the sorts of decisions that require unanimity and the sorts of decisions that can be decided by a majority. It considers how a decision-making power must be exercised, and the extent to which fetters such as good faith, rationality and natural justice will impact on the decision-making process. Lastly, it considers what the consequences of an unlawful decision are.

Chapter

This chapter explains how a person ceases to be a member, and what the consequences of termination of membership is, both in terms of relations with third parties and in terms of relations between the departing member and the LLP. It considers the application of post-termination controls on a departing member.

Chapter

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK—particularly sole traders, general partnerships, limited liability partnerships (LLPs), and companies (public and private). It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.

Chapter

This chapter addresses the rights and obligations of membership. It explains what a member's share in the LLP entails, and considers how the share can be assigned or treated as property. It considers the duties that members owe to the LLP and to each other, including both fiduciary duties and those that arise under a common law duty of care. It considers what duties a member may have to outsiders, and also the protections that a member may have in the event of unfair treatment by the LLP.