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ICAEW Law 09: Sole traders and partnerships. > 09. Limited Partnerships and Limited Liability Partnerships. > Flashcards

09. Limited Partnerships and Limited Liability Partnerships. Flashcards

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1
Q

A limited liability partnership is a corporate body, which combines the features of an ordinary partnership with …

A

limited liability

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2
Q

LLPs are goverened by the …

A

Limited Liability Partnerships Act (2000)

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3
Q

An LLP is often appropriate for firms of professionals because it preserves the … of a partnership in the context of limited liability.

A

ethos

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4
Q

An LLP is often appropriate for firms of professionals because it preserves the ethos of a partnership in the context of …

A

limited liability

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5
Q

An LLP (is / is not) a separate legal entity from its partners.

A

is

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6
Q

An LLP (is / is not) chargeable to corporation tax.

A

is not

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7
Q

The partners of an LLP are taxed as …

A

individuals

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8
Q

An LLP (is / is not) an incorporated body.

A

is

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9
Q

An LLP has … capacity.

A

unlimited

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10
Q

The law relating to [ordinary] partnerships applies to LLPs only as far as provided for by the …

A

Limited Liability Partnerships Act (2000)

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11
Q

For a LLP to be incorporated, … or more persons carrying on a lawful business with a view to profit must have subscribed their names to an incorporation document.

A

two

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12
Q

For a LLP to be incorporated, two or more persons carrying on a … with a view to profit must have subscribed their names to an incorporation document.

A

lawful business

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13
Q

For a LLP to be incorporated, two or more persons carrying on a lawful business with a … must have subscribed their names to an incorporation document.

A

view to profit

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14
Q

For a LLP to be incorporated, two or more persons carrying on a lawful business with a view to profit must have … their names to an incorporation document.

A

subscribed

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15
Q

LLP incorporation document: N*, RO, M, SoISC

A

name

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16
Q

LLP incorporation document: N, RO*, M, SoISC

A

registered office

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17
Q

LLP incorporation document: N, RO, M* (IDM), SoISC

A

members

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18
Q

LLP incorporation document: N, RO, M, SoISC*

A

Statement of initial significant control.

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19
Q

LLP incorporation document: N, RO, M (IDM*), SoISC

A

including designated members

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20
Q

An LLP (is / is not) the same as a LIMITED partnership.

A

is not

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21
Q

LLPs (are / are not) governed by the Partnership Act (1890)

A

are not

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22
Q

Broadly speaking, the Limited Liability Partnerships Act (200) and the Limited Liability Partnerships Regulations (2001) apply the provisions of … legislation to LLPs, together with some default provisions from the Partnership Act (1890).

A

companies

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23
Q

There (is / is not) a maximum number of members of an LLP.

A

is not

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24
Q

New members in an LLP are admitted by … of the exising members.

A

agreement

25
Q

An LLP (does / does not) have perpetual succession.

A

does

26
Q

A change in membership of an LLP (does / does not) cause a ‘new’ LLP to exist.

A

does not

27
Q

If a person continues ‘alone’ in an LLP for a period of more than …, they become jointly and severally liable for partnership debts incurred during that time.

A

6 months

28
Q

If a person continues ‘alone’ in an LLP for a period of more than 6 months, they become … for partnership debts incurred during that time.

A

jointly and severally liable

29
Q

An LLP (must / need not) publish annual accounts.

A

must

30
Q

An LLP (is / is not) subject to audt.

A

is

31
Q

Any change in membership, incuding changes in designated members, of an LLP must be submitted to the registrar within …

A

14 days

32
Q

An LLP (must / need not) deliver a confirmation statement to the registrar.

A

must

33
Q

An LLP (must / need) not provide an equivalent to a directors’ report.

A

need not

34
Q

Every member of a limitied liability partnership is the … of the limited liability partnership.

A

agent

35
Q

A person to whom a member has transferred their interest in an LLP is only entitled to recieve that member’s …

A

profit share

36
Q

A person to whom a member has transferred their interest in an LLP (is / is not) entitled to interfere in the management or administration of the business of the LLP.

A

is not

37
Q

An LLP (is / is not) dissolved when a member leaves.

A

is not

38
Q

An LLP is wound up in the same way as a …

A

limited company

39
Q

Withdrawals (drawings) made by members within … may be clawed back if it can be shown that the member knew or had reasonable grounds to believe that the LLP was or would become insolvent.

A

2 years

40
Q

Withdrawals (drawings) made by members within 2 years may be clawed back if it can be shown that the member knew or had reasonable grounds to believe that the LLP was or would become …

A

insolvent

41
Q

On winding up, past and present members may be required to contribute to the assets of the LLP to the extent provided for in the …

A

LLP agreement

42
Q

To form an LLP, at least … members must subscribe their names to the registration document.

A

two

43
Q

Upon the formation of an LLP, there must be at least … DESIGNATED members.

A

two

44
Q

The incorporation document for an LLP (may / may not) state that all members are ‘designated’ members.

A

may

45
Q

Details of the assets of an LLP (must / need not) be given upon registration.

A

need not

46
Q

The extent of liability of members (must / need not) be specified by an LLP upon incorporation.

A

need not

47
Q

A member of an LLP may be personally liable for debts if they are found to have acted …

A

negligently or criminally

48
Q

A ‘member’ of an LLP may NOT bind it into a contract with a third party if that person knows that they have … to do so.

A

no authority

49
Q

A member of a LLP (may / may not) found gulity of fraudulent or wrongful trading.

A

may

50
Q

An LLP (continues / must end) when one of its members leaves, dies or becomes bankrupt.

A

continues

51
Q

A limited partnership is so limited under the Limited Partnerships Act (…).

A

1907

52
Q

A ‘limited’ partner in a ‘limited partnership’ loses the limitation on their liability if they become involved in the … of the partnership.

A

management

53
Q

A ‘…’ partner in a ‘limited partnership’ is involved in its management but has unlimited liability.

A

general

54
Q

A ‘general’ partner in a ‘limited partnership’ is involved in its … but has unlimited liability.

A

management

55
Q

A ‘general’ partner in a ‘limited partnership’ is involved in its management but has unlimited …

A

liability

56
Q

A limited partnership under the 1907 act must have at least one … partner and one limited partner.

A

general

57
Q

A limited partnership under the 1907 act must have at least one general partner and one … partner.

A

limited

58
Q

A limited partnership must be registered with the …

A

registrar

ICAEW Law 09: Sole traders and partnerships. (4 decks)

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