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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 discusses the rules for determining whether a partnership has come into existence as well as the formalities with which businesses which 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 briefly defines and examines the essential principles of a partnership, highlighting the definition of a partnership as stated in the Partnership Act 1890. It also emphasizes the term ‘relation’ as given in the definition. A partnership is a relationship arising from a contract, which if established governs the rights and duties between the parties and their relationships vis-à-vis the rest of the society. Unlike a company, a partnership does not confer any limited liability on the partners. Putting all of this into consideration, the chapter analyses the basic concepts of limited liability partnerships (LLP) introduced into English and Scots law by the Limited Liability Partnerships Act 2000. The Act defines LLP as a hybrid between a company and partnership. The chapter concludes with overview of the development of partnerships, looking into the basis behind the Partnership Act of 1890, and some of the main issues that concern partnerships.

Book

Partnership and LLP Law, which is now in its eight edition, covers the essential principles of both partnership law and the law relating to limited liability partnerships. In addition to explaining established principles it explores the unresolved issues in partnership law, including fixed share partnerships and whether partners can be workers, dissolution by acceptance of repudiatory breach, abandonment and mutuality, liability for equitable wrongs, the authority of a partner winding up a partnership, and the availability of equitable or common law remedies for breaches of the partnership agreement. The new edition includes a greatly expanded analysis of limited liability partnerships signifying the growth in importance of this type of entity and the development of a distinct area of law. LLP law is still evolving and combines both corporate and partnership elements which creates legal and practical difficulties. The book considers and provides answers to these problems. It analyses for example, the question as to whether a person can be both a member and an employee of an LLP. Limited partnerships are also considered in detail in response to their recent revival as investment vehicles and recent developments on access to information and derivative actions by limited partners.

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.

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 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 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 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 considers the origins and development of a limited partnership, created under the Limited Partnerships Act 1907 (LPA). The intention behind the 1907 Act was to allow the partnership form to be used by those who simply wanted to invest in a business under the protection of limited liability (up to the amount invested) for the debts of the firm. The partners (known as general partners) who ran the business would have no such protection. The chapter first examines the rights and duties of limited partners under the LPA and how these vary from general partnership law. It also looks into proposed changes made by the then Department for Business, Enterprise and Regulatory Reform regarding the law on limited 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.

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

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

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.

Book

Card & James’ Business Law provides analysis of the English legal system, contract law, the law of torts, company law, and employment law, with online chapters providing further discussion relating to the economic torts, corporate governance, the sale of goods, consumer credit, and the law relating to unfair and illegal commercial practices. All of this is discussed using relevant examples from the business environment, and the key legal cases to help develop a greater understanding of the interconnections between the law and the corporate setting. Part I of the book looks at the English legal system. Part II looks at the law of contract including the formation, terms, exclusion clauses, and remedies. Part III looks at the law of torts in detail. Part IV considers partnership and company law including business structures, the constituents of a company, shares, capital maintenance, shareholders remedies, and corporate rescue. Finally, Part V is about employment law.

Chapter

This chapter considers the insolvency of a partnership. It analyses the Insolvency Act 1986 which contains the provisions that deal with the variations of insolvency, and the amendments to the Act throughout the years. Under English law, it is possible to have a bankrupt partner or partners with or without an insolvent partnership and to have an insolvent partnership with or without a bankrupt partner or partners. Taking this into consideration, the chapter distinguishes between partnership creditors (those whose debts are against the firm) and the separate private creditors of the individual partners, and between the assets of the firm and those of the partners or partnership property. It also defines the roles of the joint creditors, separate creditors, the joint estate, and the separate estates involved in insolvency proceedings.

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

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 chapter examines how the law on entry into marriage has developed and what are the current requirements for a valid marriage. It then considers the equivalent rules enacted for couples (at present only same sex couples) entering into a ‘civil partnership’.