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Core Module: BLP Paper B

Partnerships Limited Liability Partnerships Definition:

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A hybrid between a traditional partnership and a company.

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The partners ('members') are protected by / benefit from limited liability to the amount of capital they contributed to the business. ['the partners only have exposure to liability for those debts up to the value of their financial interest in the LLP].

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S.1(5) 2000 Act = LLP is a body corporate. The LLP has legal personality. Therefore it is liable for its own debts and it owns its own assets. The LLP is a contracting party.

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The 'designated members' are the directors of the partnership.

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LLP must publish accounts and comply with other regulatory requirements adapted from company law.

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Changes in membership of LLP does not affect its continued existence. Statute:

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Limited Liability Partnership Act 2000 (LLPA) LLP Regulation 2001 Companies Act 2006 (Part 5, SS.53-55) LLP (application of the Companies Act 2006) Regulation 2009

Formalities to incorporate a LLPA:

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S.2 LLPA 2000 S.2(1)(a) 2 designated members 'associated for carrying on a lawful business with a view of making a profit' - subscribe names on incorporation document. S. 2(1)(b) Deliver incorporation document to registrar (Companies House)

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LLIN01 form S. 2(2) Details what the incorporation document must include

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Name of LLP

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Where - England or Wales

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Address

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Particulars of each person who is to be a member

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State who are the designated members S.3 The LLP comes into existence when the registrar issues a certificate of registration.

Limited Liability Partnership Agreement

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Advise client to make an agreement otherwise the LLP is subject to the default position in legislation (S.5 LLPA - default position is in Regulation 2001)

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Default position - Reg 2001 Part VI Reg.7 Members share capital and profits equally

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