09. Limited Partnerships and Limited Liability Partnerships. Flashcards
A limited liability partnership is a corporate body, which combines the features of an ordinary partnership with …
limited liability
LLPs are goverened by the …
Limited Liability Partnerships Act (2000)
An LLP is often appropriate for firms of professionals because it preserves the … of a partnership in the context of limited liability.
ethos
An LLP is often appropriate for firms of professionals because it preserves the ethos of a partnership in the context of …
limited liability
An LLP (is / is not) a separate legal entity from its partners.
is
An LLP (is / is not) chargeable to corporation tax.
is not
The partners of an LLP are taxed as …
individuals
An LLP (is / is not) an incorporated body.
is
An LLP has … capacity.
unlimited
The law relating to [ordinary] partnerships applies to LLPs only as far as provided for by the …
Limited Liability Partnerships Act (2000)
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.
two
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.
lawful business
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.
view to profit
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.
subscribed
LLP incorporation document: N*, RO, M, SoISC
name
LLP incorporation document: N, RO*, M, SoISC
registered office
LLP incorporation document: N, RO, M* (IDM), SoISC
members
LLP incorporation document: N, RO, M, SoISC*
Statement of initial significant control.
LLP incorporation document: N, RO, M (IDM*), SoISC
including designated members
An LLP (is / is not) the same as a LIMITED partnership.
is not
LLPs (are / are not) governed by the Partnership Act (1890)
are not
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).
companies
There (is / is not) a maximum number of members of an LLP.
is not
New members in an LLP are admitted by … of the exising members.
agreement
An LLP (does / does not) have perpetual succession.
does
A change in membership of an LLP (does / does not) cause a ‘new’ LLP to exist.
does not
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.
6 months
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.
jointly and severally liable
An LLP (must / need not) publish annual accounts.
must
An LLP (is / is not) subject to audt.
is
Any change in membership, incuding changes in designated members, of an LLP must be submitted to the registrar within …
14 days
An LLP (must / need not) deliver a confirmation statement to the registrar.
must
An LLP (must / need) not provide an equivalent to a directors’ report.
need not
Every member of a limitied liability partnership is the … of the limited liability partnership.
agent
A person to whom a member has transferred their interest in an LLP is only entitled to recieve that member’s …
profit share
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.
is not
An LLP (is / is not) dissolved when a member leaves.
is not
An LLP is wound up in the same way as a …
limited company
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.
2 years
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 …
insolvent
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 …
LLP agreement
To form an LLP, at least … members must subscribe their names to the registration document.
two
Upon the formation of an LLP, there must be at least … DESIGNATED members.
two
The incorporation document for an LLP (may / may not) state that all members are ‘designated’ members.
may
Details of the assets of an LLP (must / need not) be given upon registration.
need not
The extent of liability of members (must / need not) be specified by an LLP upon incorporation.
need not
A member of an LLP may be personally liable for debts if they are found to have acted …
negligently or criminally
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.
no authority
A member of a LLP (may / may not) found gulity of fraudulent or wrongful trading.
may
An LLP (continues / must end) when one of its members leaves, dies or becomes bankrupt.
continues
A limited partnership is so limited under the Limited Partnerships Act (…).
1907
A ‘limited’ partner in a ‘limited partnership’ loses the limitation on their liability if they become involved in the … of the partnership.
management
A ‘…’ partner in a ‘limited partnership’ is involved in its management but has unlimited liability.
general
A ‘general’ partner in a ‘limited partnership’ is involved in its … but has unlimited liability.
management
A ‘general’ partner in a ‘limited partnership’ is involved in its management but has unlimited …
liability
A limited partnership under the 1907 act must have at least one … partner and one limited partner.
general
A limited partnership under the 1907 act must have at least one general partner and one … partner.
limited
A limited partnership must be registered with the …
registrar
