The following Corporate practice note provides comprehensive and up to date legal information covering:
A limited liability partnership (LLP) is not a partnership but a body corporate that is formed under the Limited Liability Partnerships Act 2000 (LLPA 2000), which came into force on 6 April 2001.
In the 1990s, some of the larger professional partnerships were becoming increasingly concerned by the risk of substantial personal liability of their partners and began to pressure the government to address the issue. Following a consultation, the government decided to create a new form of entity, the LLP, which retains the internal flexibility of a partnership whilst also limiting the liability for partners.
The majority of law applicable to LLPs is actually modified company law rather than partnership law. LLPA 2000 expressly states that, except as otherwise provided in that Act or regulations made pursuant to it, the law relating to partnerships does not apply to an LLP.
LLPA 2000 is largely a framework statute covering the formation of an LLP and the relationship of the members of an LLP. It is supplemented by various statutory instruments. In particular:
the Limited Liability Partnerships Regulations 2001 (LLP Regs 2001) apply provisions of partnership law to LLPs
the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs
Limited Liability Partnerships (Accounts and Audit) (Application of CA
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BREXIT: As of exit day (31 January 2020), the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an implementation period, during which it continues to be subject to EU law. This has an impact on this Practice Note. For further guidance on
Coronavirus (COVID-19): The guidance detailing normal practice set out in this Practice Note may be affected by measures concerning process and procedure in the civil courts that have been introduced as a result of the coronavirus (COVID-19) pandemic. For guidance, see Practice Note: Coronavirus
An ad hoc arbitration is any arbitration in which the parties have not selected an institution to administer the arbitration. This offers parties flexibility as to the conduct of the arbitration, but less external support for the process. It can be quicker than institutional arbitration but not if
Deceit—what is it?A deceit occurs when a misrepresentation is made with the express intention of defrauding a party, subsequently causing loss to that party.The elements of a claim in deceit are:•a clear false representation of fact or law•fraud by the maker, in the sense that they knew that the
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