Goodwill definition

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Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...

Setting up a limited partnership—checklist

Setting up a limited partnership—checklist Number and identity of the partners How many partners will there be and who are they? What is the capacity of each of the partners? Individual, company, other partnership, other entity or body? Which of them will be a general partner and which of them will be a limited partner? Will it be possible for new limited partners to be introduced? If so, on what basis? Will the limited partners be entitled to have business interests and engage in activities in addition to those relating to the limited partnership, including business interests and activities in direct competition with the partnership? Business details What will be the business of the limited partnership? Is it a continuing business or one-off project or projects? Are any regulatory consents, approvals and licences required for the proposed business? What will be the name of the limited partnership? Does the name conflict with an existing registered limited partnership or business name? Conduct searches at Companies House. Who is responsible for registering...

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Passing off—flowchart

Passing off—flowchart Passing off action Passing off is a common law action that is used to protect unregistered trade mark rights in the UK. The stages of the Flowchart cover establishing a claim for passing off covering: • the three essential elements of goodwill, misrepresentation, and damage • sending a letter of claim, issuing proceedings and applying for an injunction • commencing proceedings in the general Intellectual Property List or the Intellectual Property Enterprise Court sub-list in the Business and Property Court, in the Chancery Division at the High Court • case management including allocation, the case management conference and directions • disclosure and evidence including inspection, additional disclosure and survey evidence • trial preparation and post-trial activities such as election between damages or an account of profits • applications to appeal Stage 1—preparing to bring a claim and pre-action matters Claim preparation and pre-action matters—Practice Notes • Passing off—goodwill, misrepresentation and damage • Trade mark and passing off disputes—a practical guide • How to run an IP dispute...

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Social media and user-generated content

Social media and user-generated content This Practice Note examines some of the key risks associated with a brand’s usage of social media and user-generated content (UGC). Its particular focus is on the potential infringement of third party rights, such as intellectual property (IP). It provides practical guidance on how parties engaged in such activities can mitigate those risks. Social media Social media is an extremely popular means of communicating online. Based on user participation and interaction, social media takes a variety of forms, including: • online social and business networking (eg Facebook, LinkedIn, Snapchat, Instagram) • online blogs (eg Twitter (now X), Blogger.com) • online forums (eg Mumsnet, Reddit) • online shops and auctions (eg eBay, Amazon) • online digital media sharing (eg YouTube, Vimeo, Flickr, TikTok) • online reference texts (eg Wikipedia) • online games and applications (eg World of Warcraft) User-generated content Increasingly, businesses are encouraging consumers to contribute material to social media platforms and are incorporating these contributions into consumer-focused advertising and marketing campaigns. Often, this might...

How to deal with cybersquatting

How to deal with cybersquatting This Practice Note is a ‘how to’ guide on dealing with cybersquatting as a business. It includes a summary of what cybersquatting is, how to prevent it and what do to in the event that cybersquatting has occurred. This Practice Note assumes that the infringing domain name is a UK-based domain, eg .co.uk, .uk, or .org.uk. What is cybersquatting? Cybersquatting is where a party registers and/or uses a domain name in bad faith to take unfair advantage of, or in detriment to, a third party’s rights. A domain name is a unique name that identifies a specific internet resource or one or more IP addresses, eg a website. For information, see: Domain names—overview. An example of cybersquatting would be registering a domain name which includes a well-known brand name and trade mark to sell the domain name back to the brand owner at an increased price or to use that domain name to redirect genuine customers of the brand to another site perhaps selling a...

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Licence to use photographs

Licence to use photographs This Agreement is made on [insert date] (the Commencement Date) between the following parties (each a party and together the parties): Parties 1 [insert licensor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensor’); and 2 [insert licensee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensee’). Background (A) Licensor is the proprietor of the Photographic Works. (B) Licensor wishes to license the Photographic Works to Licensee and Licensee wishes to receive the same on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 Definitions In this Agreement: Affiliate • means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity; Control • means that a person owns directly or indirectly more than 50% of...

Board minutes—private M&A—asset purchase—completion—seller

Board minutes—private M&A—asset purchase—completion—seller Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the `Meeting) of [insert company name] [Limited OR PLC] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that due...

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What is the emerging market position on liabilities (including caps and indemnities) between controllers and processors?

What is the emerging market position on liabilities (including caps and indemnities) between controllers and processors? This Q&A considers the emerging market position on liabilities (including caps and indemnities) in respect of a processor’s and controller’s contractual liability for breach of data protection obligations in their contracts pursuant to the General Data Protection Regulation, Regulation (EU) 2016/679 (GDPR). This answer is based on a range of analyses (referred to below) provided by contributors to Lexis+® UK and Lexis®Library setting out their experiences. It should be noted that with no previous supervisory authority fines to benchmark against, and with a GDPR-related dispute not yet having reached the courts, the GDPR is still too new for a ‘standard position’ to have emerged. Liability under the GDPR Various sanction and enforcement mechanisms are available under the GDPR itself or as a result of the contracts it requires the parties to put in place. Those most likely to be relevant in the context of an agreement between a processor and...

Where a party wishes to settle can they show this intention/goodwill by paying money directly to the court or does this have to be done by a Part 36 offer?

Where a party wishes to settle can they show this intention/goodwill by paying money directly to the court or does this have to be done by a Part 36 offer? Payments into court You should pay money directly into the Court Funds Office if: • you’ve been ordered to make a payment to settle a court case • you offered to settle in full before the case started, but it wasn’t accepted and you want to use a ‘defence of tender before claim’—for further information, see Commentary: Defence of tender before claim: Atkin's Court Forms [261]. See also how the Court of Appeal applied the rule in RSM Bentley Jennison v Ayton discussed in News Analysis: The common law defence of ‘tender before action’ (RSM Bentley Jennison v Ayton) • you have to refund an overpayment It should be noted that in April 2007, the requirement for payment into court for all defendants in relation to Part 36 offers was abolished. For more information, see guidance:...

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Tax weekly highlights—5 June 2025

This week's edition of Tax weekly highlights includes: (1) the UT decision in Nellsar on valuation, (2) the UT decision in Murphy on the validity of enquiries into share loss relief, (3) News Analysis on the FTT decision in Eyre on entrepreneurs’ relief, and (4) News Analysis on the UT decision in Scatola on the validity of enquiries into an SDLT avoidance scheme.

First-tier tribunal misdirection on ‘commercial context’ of a contract (Morgan Lloyd Trustees Ltd v Revenue and Customs Commissioners)

Pensions analysis: The First-tier Tribunal (FTT) erred when it misunderstood what was meant by the ‘commercial context’ of certain contracts under which employers had transferred assets to their small self-administered pension schemes, that HMRC had assessed as unauthorised employer payments, and which had given rise to unauthorised payment charges and surcharges. HMRC had assessed the appellant to scheme sanction charges. The time limit for making an application under section 268 of the Finance Act 2004 (FA 2004) to be discharged from a scheme sanction charge ran from the end of the accounting period in which the liability to the charge arose, not from the end of the year of assessment in which the assessment had been made. The FTT made no error of law in finding that the appellant did not reasonably believe that certain unauthorised payments were not scheme chargeable payments and there was no basis to interfere with its decision that it would be just and reasonable for the scheme administrator to be liable to the scheme sanction...