Limited Liability Partnerships Flashcards
What are limited liability partnerships?
Hybrid between a company and a partnership, offering advantage of both limited liability for debts, and fewer administrative requirements than a company
What governs LLPs
LLPA 2000 and LLP Regulations 2001
Who are the members in a LLP ?
These are the “partners”
Who are subscribers in an LLP?
These are “shareholders”
What is the quorum for members and designated members for an LLP?
2 and 2
How is LLP incorporated?
Start by filing form LL IN01 at companies house, with the applicable fee.
This is SIMILAR to IN01 for a company.
No requirement for LLP to file any agreement
What must eh name of an LLP be?
Must end in LLP.
Must have its name on the outside of its place of business and its stationary must state name.
Under LLPA 2000, what are designated members responsible to do?
Signing and filing accounts with registrar
Appointing, removing and remunerating auditors
Filling in annual confirmation statement
Sending notice to the registrar of companies
Winding up the LLP
what is the effect of limited liability on LLPs
If an LLP is insolvent, the company liquidation regime applies to both LLP and its members.
Members may be liable for misfeasance, fraudulent or wrongful trading etc
What are duties and responsibilities of members?
Fiduciary duty to the LLP as its agents.
Duty to render true accounts and full information
What authority do members have under LLP?
S 6 LLPA 2000.
May still be liable to a third party, even if partner has acted without actual authority.
Can new members join an LLP?
This is dependant on the LLP agreement.
They msut deliver a notice to the registrar of companies, notifying them of new member within 14 ahs of appointment.
What form and time period, does a new member have to be appointed?
14 days from appointment, the LL AP01 must be sent to registrar of companies.
What is the LLP agreement default on capital and profits?
Members of LLP SHARE EQUALLY in the capital and profits of LLP.
What is the LLP agreement default on management and decision making?
Every member may take part in the management of the LLP.
Members are NOT entitled to remuneration for taking part in management.
Free to create whatever management structure they want.
Can be decided by majority of members, unless nature of busienss, changing terms, (same as companies)
