Limited Liabbility Partnership Flashcards
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FORMATION
- LLPs are formed under the provisions of the LLPA and require similar formalities to limited companies for creation.
- Registration is required with the Registrar of Companies, and
- like a limited company, an LLP cannot trade until it has received a certifcate of incorporation.
- In the same way as a company, an LLP will have a unique name and company number to identify it on the register of companies at Companies House.
- Much like a general partnership, in the absence of a contractual agreement between the members, LLPs are governed by the provisions of the LLPA. However, in practice (as opposed to on the exam) the likelihood is that the members will have drafted an LLP agreement to regulate their affairs, which will override the statutory provisions.
Exam Tip
It is important to remember that an LLP is a creature of statute and will exist only on compliance with the LLPAand related legislation. Watch out for exam questions that set up facts where limited liability is desired, but therelevant documents are not filed with the Registrar ofCompanies. Because there is no statutory compliance, an LLP is not created, and the partnership will be a** general
partnership **under the Partnership Act 1890 by default. All the partners will therefore be subject to full liability.
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Required Information
The incorporation documents require the following informa-tion to be submitted:
- The name of the LLP (must end in LLP or Limited Liability
Partnership); - Details of the LLP’s registered office location and address;
- Names and addresses of the members of the LLP (an LLP is required to have at least two designated member); and
- Details of people with significant control, if any.
Note: An LLP may change its name at any time by delivering a notice of the change to the Registrar of Companies. The change is effective when the Registrar issues a certifcate of the name change.
LEGAL PERSONALITY
- Like a limited company, an LLP has a separate legal personality distinct from its members
- This also means that unlike a general partnership, an LLP has perpetual succession; that is, the LLP as a separate legal person exists independently of any changes to the member and, therefore, does not cease to exist if a member dies or is made bankrupt, or the like.
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Membership
- An LLP must have at least two members.
- If an LLP carries on business without having at least two members for more than six months, the person who carried on the business will be** jointly and severally liable** with the LLP for the debts of the LLP incurred after the initial sixmonths and while the LLP has only one member.
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Admission of New Member Requires Unanimous
Consent
- The initial members will be those that signed the incorporation documents submitted to Companies House.
- Thereafter, unless an LLP agreement provides otherwise, new members may be added only if agreed by all the current members.
Registrar Must Be Notifed of Changes Within
Fourteen Days
The LLP must notify the Registrar of Companies of changes in membership or in the identity of the designated members within 14 days of the change. Failure to comply with these requirements is an offence.
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.Designated Members
The general role of a designated member is to perform the **administrative and fling duties **of the LLP, including to:
*Appoint (and remove) auditors;
*Submit annual confirmation statements;
*Sign and file accounts; and
*Comply with statutory fling requirements, for example, fling registration documents and notifying Companies House of changes to the members of the LLP.
If an LLP does not designate any members, the law will treat all the members as designated members.
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Members as Agents and Their Authority
- As in a general partnership, every member of an LLP is an agent of the LLP.
- Thus, members owe a duty of care to the LLP, may bind the LLP in contract, and can make the LLP liable in tort if they act **with actual or apparent authority. **
- However, similar to the rule for general partnerships, an LLP is not bound by anything done by a member if the member has no authority to act and the person they are dealing with knows that the member has no authority, or does not know or believe that they are a member of the LLP.
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Outgoing Members
- A person may cease to be a member of an LLP by giving** rea-sonable notice** to the other members and giving notice to the Registrar at Companies House within 14 days.
- When a person has ceased to be a member of an LLP, the former member is regarded (in relation to any person dealing with the LLP) as still being a member unless thatperson has** been notifed **or notice has been sent to the Registrar of Companies.
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People with Signifcant Control (‘PSCs’)
LLPs, in the same way as companies, are required to keep
a register of people with signifcant control (‘PSCs’); that is,
those who own or control the LLP.
- Directly or indirectly holds rights over more than 25% of the surplus assets on a winding up;
- Directly or indirectly holds more than **25% **of the rights to
vote on those matters which are to be decided upon by a vote of the members of the LLP; - Directly or indirectly holds the right to appoint or remove the majority of those entitled to take part in man agement; or
- Otherwise has the right to exercise, or actually exercises, signifcant infuence or control over a trust, or the members of a firm that is not a legal person but meets any of the other specified conditions in relation to the LLP.
Right to Proft
If there is no provision to the contrary in the LLP agreement, members are entitled to share** equally** in the capital and profts of the LLP.
renumeration
as in a general partnership, members are not entitled to remuneration for acting in the business or management of the LLP (that is, they are not entitled to be paid for working for the LLP).
Indemnity
As in a general partnership, the LLP must indemnify each member in respect of payments made and personal liabilities incurred by the member in the conduct of the business of the LLP, or anything done for the preservation of the business or property of the LLP (that is, if an LLP member spends or incurs a financial liability** on behalf of the LLP**, they are entitled to be reimbursed by the LLP).
Books and Records
As in a general partnership, members are entitled to have access to and inspect the books and records of the LLP at any time they see fit.
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Management
- As in a general partnership, in the absence of an agreement otherwise, every member may take part in the management of the LLP and
- a majority of members can decide any** ‘ordinary’ matters** connected with the business of the LLP, but
- no change may be made in the nature of the business of the LLP without the consent of all the members.