LLP Flashcards
What is an LLP
Corporate body
Separate legal identity
How many members must an LLP have
2 members at incorporation
2 designated members for filing docs at CH
What if there is only 1 member in an LLP
If this continues for 6 months they are jointly and severally liable for any LLP debts incurred from 6 months onwards
Does members of LLP need an agreement
Can opt to have one but LLP regs provide default one
How to start an LLP
File LLINO1 at CH with fee
No need to file LLP agreement
CH issued certificate of registration
Name requirements for LLP
Must end in LLP
Can change name with consent of all members
Must have name outside place of business
Stationary requirement for LLP
Stationary must state name, place of registration, reg number and reg office
How are decisions made in LLP
Majority
Unanimous - changing nature of business and changing agreement terms
How to LLP memebers leave
Reasonable notice to other members
Can LLP members be expelled
No unless LLP agreement allows this
Does bankruptcy of member end their membership of LLP
No
How long to notice CH when member leaves or joins
14 days
What duty does every member owe to LLP
Core fiduciary duty
What does a core fiduciary duty include
Duty of good faith
Duty to account for any money received on behalf of LLP
Duty to other members to render the true accounts and full info on matter concerning LLP
What do designated members do
Sign and file annual accounts with registrar Appoint remove and remunerate auditor File annual confirmation statement Send notices to register Wind up
Extra duty of designated member to LLP
Reasonable care and skill
Can LLP issue debentures and grant fixed and floating charges
Yes
Are losses born by LLP
Yes separate legal Identity
Are LLP accounts available for public inspection
Yes file these at CH
How to record fixed and floating charges
Keep register of these at office
Creditors and members can inspect register for a fee
What can members of LLP be liable for on winding up
Misfeasance
Fraudulent trading
Wrongful trading
Can members of LLP be disqualified from being member of LLP or director
Yes
Can all memebers manage LLP
Yes unless agreement says otherwise
Are members entitled to remuneration for their management of LLP
No unless agreement says otherwise
