CORPORATE LAW

LIMITED LIABILITY PARTNERSHIPS (LLP)

A Limited Liability Partnership (LLP) is a separate legal entity governed by the Limited Liability Partnerships Act 2000 and confers full limited liability on its members. At Birch Law we can help members and LLPs on all aspects of LLPs from commencement, advising and drafting an LLP agreement, the introduction and retirement of members, sale and purchase of businesses, mergers, incorporation (whether to a limited company) and dissolution.

If you would like to discuss any of our services with us, feel free to contact us using the form below or give us a call at 0161 669 4621 for a free no obligation chat. We look forward to assisting you with your legal concerns.

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HOW CAN BIRCH LAW HELP?

If you would like any further information or need advice about any dispute, please get in touch with us today. You can contact us today on 0161 669 4621 or by email on sbirchall@birchlaw.co.uk for a free no obligation chat.

What are the key features of an LLP?

A Limited Liability Partnership (LLP) has the following key features:

Must have a minimum of two members, but there is no limit on the maximum number of members.
Incorporated by registration at Companies House.
Separate legal entity to its members which means it can own property and assets, contract with third parties, sue and be sued and be liable for its own debts.
Limited liability for members except in certain circumstances.
Each member is an agent of the LLP for the purposes of LLP business. The LLP is therefore liable as principal for agreements entered into by each member in the course of the LLP business.
Each member has wide authority to bound the LLP.
Flexibility in terms of organizations and operation.
A member has a duty to account for profits which it has gained via a competing business.
A member has a duty to account for benefits it has derived from transactions concerning the LLP and its business or property without the LLPs consent.
With regards to tax, the LLP is treated as an ordinary partnership under which each of the partners is liable for their own income tax relating to their share of the LLPs profits.

Do I need an LLP Agreement?

It is advisable to always record the terms of any agreement between the members of an LLP in a written agreement. Otherwise certain default provisions will apply which may not always be desirable. The membership agreement should deal with the following:

Profits. The agreement should record how profits are to be shared between members otherwise all members will be entitled to share equally in its capital and profits.
Indemnities. The agreement should include an indemnity from the LLP to each member for payments made by them and any personal liabilities incurred by them in the ordinary and property conduct of the LLP’s business or ‘necessarily done’ by them for the preservation of the LLP’s business or property.
New members. The agreement should set out how members may be admitted to the LLP and any applicable criteria that must be met before they can be admitted.
Decision process. The agreement should set out how decisions are to be made.
Outgoing members. The agreement should also set out in detail the financial entitlements of an outgoing member together with sufficient safeguards to protect the LLP such as confidentiality obligations and restrictive covenants.

How Birch Law can help?

At Birch Law we have considerable experience working with partners, partnerships, and LLPs. We can provide ad hoc or continuing advice. Should you have any queries regarding the rights and/or responsibilities of members of an LLP or assistance in drafting a partnership agreement please contact us on 0161 669 4621 or sbirchall@birchlaw.co.uk for a free no obligation chat.

Whichever funding route you choose, you can rest assure that our experienced solicitors will always do their utmost to keep costs as low as possible. If you would like to discuss any of our services with us, feel free to contact us using the form below or give us a call at 0161 669 4621 for a free no obligation chat.

HOW WE CAN HELP YOU

BOOK A TIME TO DISCUSS YOUR MATTER

Please complete our online enquiry form or contact us at sbirchall@birchlaw.co.uk for your free 30 minute consultation. You will be able to choose a time and date that works for you.

MEET WITH ONE OF OUR ADVISORS

Meet with one of our advisors on MS Teams, Zoom, by telephone or in person. They will find out about your legal needs and discuss how best we can help you. We will set out your options and provide transparent costs information so you can make an informed decision as to how you want to proceed.

IMPLEMENT

Once we have agreed on the correct course of action for you, we will then implement and execute your instructions.