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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 rules for determining whether a partnership has come into existence as well as the formalities with which businesses that will be run through partnerships must comply. It looks at the Partnership Act 1890. It then provides a definition of partnership. Next it considers the nature of partnership and terminology; the number of partners; the capacity to form a partnership; the duration of partnership; and partnership name and the publicity of information.

Chapter

This chapter discusses the rules for determining whether a partnership has come into existence as well as the formalities with which businesses that will be run through partnerships must comply. It looks at the Partnership Act 1890. It then provides a definition of partnership. Next it considers the nature of partnership and terminology; the number of partners; the capacity to form a partnership; the duration of partnership; and partnership name and the publicity of information.

Chapter

This chapter focuses on provisions that may be included in a partnership agreement. It first considers whether a formal, written agreement is necessary at all. It then discusses the clauses of the partnership agreement and the issues which a prospective new partner might wish to consider before putting his signature to a partnership agreement.

Chapter

This chapter describes the various ways of establishing a partnership, either intentionally or otherwise, and who then within the firm is actually a partner as opposed to a creditor or employee/worker. The lack of formality involved is set out together with the existence of partnerships at will, i.e. those with no defined duration. Informal partnerships may arise by financial involvement such as sharing profits, contrasting partners and creditors. Partnership liability may also arise by a person representing themselves as a partner which is relied on by a third party. The chapter then discusses the interface between partners and employees and the current possibility that one person could be both, or more likely both a partner and a worker. Finally, it considers the status of salaried and fixed-share partners.

Chapter

This chapter focuses on provisions that may be included in a partnership agreement. It first considers whether a formal, written agreement is necessary at all. It then discusses the clauses of the partnership agreement and the issues which a prospective new partner might wish to consider before putting his signature to a partnership agreement.

Chapter

This chapter first discusses the legal relationship between the partners under section 24 of the Partnership Act 1890. It then explains the duty of good faith; the partnership’s finances; the distinction between a partner and a lender; division of profits and sharing of losses between partners; payment of interest; and partnership property.

Chapter

This chapter examines the law governing unincorporated business structures (that is, those that do not have corporate personality), namely the sole proprietorship, and the partnership. It explains the concept of the two forms of sole proprietorship, namely the sole practitioner and the sole trader, and the processes by which a sole proprietorship is established, operated, and terminated. The chapter then discusses the three different forms of parternship, namely the ordinary partnership, the limited partnership, and the limited liability partnership (although the LLP is discussed in more detail in Chapter 19). The chapter discusses how to create a partnership, and looks at how the partnership is run, including a discussion of the partnership agreement. Finally, the chapter discusses the rules relating to the dissolution of the partnership.

Chapter

This chapter first discusses the legal relationship between the partners under section 24 of the Partnership Act 1890. It then explains the duty of good faith; the partnership’s finances; the distinction between a partner and a lender; division of profits and sharing of losses between partners; payment of interest; and partnership property.

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 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 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.

Book

Geoffrey Morse and Thomas Braithwaite

This book explains the legal framework within which partnerships, limited partnerships, and limited liability partnerships (LLPs) operate in England and Wales. In relation to partnerships, it deals first with the characteristics and essential elements for a partnership to exist; the distinction between partners, creditors, and employees; and the interaction between partnerships and public regulation. The book then deals with the two major consequences of a partnership, the liability of partners to third parties for actions taken by their fellow partners and the duties and liability of each partner to the other partners. It then identifies and explores the assets which have become partnership property. The issues relating to dissolution follow, setting out how a partnership may be dissolved (in full or in part) and the procedures to effect that. The impact of the insolvency of the firm and/or bankruptcy of the partners is covered. The rapid rise of the use of limited partnerships is explained together with the modifications to partnership law and the creation of private fund limited partnerships. In relation to LLPs, after setting out the background to the legislation and explaining its structure, it examines the requirements for the creation of LLPs, how they are incorporated, and the consequences of their incorporation as separate legal entities. It then explores what membership of an LLP entails, including the interrelation of membership with employment and worker status, and the relations between members and the LLP and between the members themselves. It then looks at the default provisions, the role of the LLP Agreement, and the extent to which contractual doctrines such as repudiation and frustration apply to that agreement. Finally, the book looks at decision-making within an LLP, termination of a member’s membership, and insolvency and dissolution of the LLP itself.

Chapter

This chapter sets out in outline the impact of insolvency on partnerships, the insolvency being that of the firm, one or more of the partners or any combination of those possibilities. It deals in order with the winding up of an insolvent partnership only, the winding up of the insolvent firm with the concurrent bankruptcies of the partners, joint bankruptcy petitions against the partners and separate bankruptcy petitions against the partners. It distinguishes between the rights of partnership and individual creditors and deals with the disqualification of an insolvent partner from the management of a company. The chapter then details the application of the corporate insolvency procedures of voluntary arrangements and administration orders to partnerships.

Chapter

N V Lowe and G Douglas

When a person dies, there are various legal consequences, the most important of which will concern the status of any partner, if the deceased was married or had a civil partnership, and the distribution of any property the deceased owned. This chapter first considers the rare situation where a person's death must be legally presumed so that a spouse or civil partner can regard her or himself as free to remarry, and relatives can deal with his or her estate. It then examines the law concerning succession.

Chapter

This chapter first discusses the key elements of limited liability partnerships (LLPs). It then considers the factors influencing choice of LLP. There are two instances where the question of choosing an LLP arises: as part of a business start-up or where an existing partnership is considering conversion. When considering LLPs, it should always be remembered that their resemblance to traditional partnerships is an exception rather than a rule, and that it is better to think of them as corporate structures.

Chapter

Partners will incur debts and other obligations in the course of carrying on the partnership’s business. This chapter examines the nature of the partners’ liabilities in these circumstances and the extent to which an individual partner can bind the partnership as a whole. It then considers whether it is possible for individuals who are not partners at the time the debt or obligation was incurred to be liable for that debt or obligation.

Chapter

An individual may cease to be a partner on the happening of one of the following events: the dissolution of the partnership; his retirement; or his expulsion from the partnership. If the partnership is dissolved, the partnership will come to an end and its assets and business will be dealt with accordingly. The situation is different on the retirement or expulsion of a partner. Here, the former partners can carry on the business, albeit through the medium of a newly constituted partnership. This chapter considers the legal consequences of the occurrence of these events.

Chapter

A decision of the majority of the partners on an ‘ordinary matter’ is binding on the minority. The wishes of the majority prevail over those of the minority who object. However, partnership law provides some machinery for protecting the partner who is aggrieved by what the other partners have done. This chapter considers the remedies available to a partner. These include dissolution of the partnership, appointment of a receiver, arbitration, and expulsion of the partner.