A partnership formed for no fixed term or duration that may be dissolved at any time by a partner serving notice on the other partner or partners.

This Practice Note is about the calculation and use of trading losses made by general partnerships, limited partnerships and limited liability partnerships (LLPs). For information on capital losses generally, see Practice Note: Capital losses for businesses. Where a partner is allocated a partnership trading loss, that loss is relieved in accordance with income tax relief rules (in the case of individual partners) or corporation tax relief rules (in the case of corporate partners). This Practice Note describes: • the computation of partnership losses and the allocation of losses to partners • the special allocation rules which apply where there are profits for some partners and losses for others and/or where there are mixed membership partnerships • the income tax loss relief rules for individual partners • the corporation tax loss relief rules for corporate partners • the rules restricting income tax relief for individual partners • the rules restricting corporation tax relief for corporate partners, and • the restrictions on relief for limited partners, members of LLPs and non-active partners This Practice Note does not discuss

This Practice Note discusses: • the nature of a partnership, and why this may be particularly important in a VAT context • how a general partnership, limited partnership, Scottish partnership, and limited liability partnership (LLP) should register for VAT • the circumstances in which partnerships are eligible to join a VAT group • the extent to which partners are liable for VAT owed by the partnership • the VAT implications of dealings between the partners and the partnership, and particularly: ◦ transferring assets in or out of the partnership, and ◦ transferring a partnership interest itself This Practice Note includes references to case law from the EU Court of Justice. For guidance on whether judgments of the Court of Justice are binding on the UK courts, see Practice Note: Assimilated law—Assimilated case law. For guidance on assimilated law (formerly retained EU law) and tax more generally, including on the bespoke approach that has been introduced in relation to VAT law, see Practice Note: Assimilated law and tax. The Court of Justice decisions referred

This Practice Note is about the capital gains tax and corporation tax on chargeable gains treatment of UK general partnerships, limited liability partnerships (LLPs) and limited partnerships. In this note the term 'partner' should be read as including a member of an LLP, and 'CGT' is used as a shorthand for both capital gains tax and corporation tax on chargeable gains. Partnerships are tax transparent, meaning that they are not taxable in their own right. Instead, partnership profits and gains are directly taxable on the partners. For CGT purposes, capital assets of the partnership are treated as owned by the partners in fractional shares. The partners' interests in the partnership itself are not treated as separate capital assets. Partnership ‘dealings’ are treated as ‘dealings’ by the partners and not by the partnership as such. In the case of an LLP, there are some circumstances in which tax transparency may not apply or may be lost. An LLP that is not tax transparent will be taxed in the same way as a company and the CGT treatment

Disqualification Directors Principally, disqualification proceedings are brought against directors of companies. Proceedings are brought pursuant to the Company Directors Disqualification Act 1986 (CDDA 1986). The CDDA 1986 provides for directors who have been found guilty of misconduct to be disqualified from acting as a company director for a specified period. In summary, there are a number of grounds upon which disqualification proceedings may be brought against directors: • conviction for an indictable offence in connection with a company • persistent breaches of companies legislation in connection with returns etc • fraud etc during the winding-up • conviction for default regarding returns etc • conviction abroad in connection with a company • unfit behaviour in connection with an insolvent company • unfit behaviour • breach of competition law • participation in fraudulent or wrongful trading Furthermore, disqualification proceedings may be brought against any person instructing an unfit director. In addition, an undischarged bankrupt is automatically disqualified as a director. This Practice Note does not directly cover disqualification proceedings against directors of companies. For

This glossary contains a summary and definition of some of the most common terms and phrases used in a partnership context, covering general partnerships, limited partnerships and limited liability partnerships, together with links to relevant content. D Designated member The member of a limited liability partnership designated pursuant to the Limited Liability Partnerships Act 2000 who performs certain duties in relation to the legal administration of the LLP that would, for a company, be performed by the secretary or directors. E Equity partner A partner who has a full interest in the business of the partnership and enjoys full rights, including the right to participate in the profits and losses of the partnership and vote on all partnership matters. F Fixed share partner A partner who enjoys a fixed share of partnership profits (but is usually not required to contribute to losses of the partnership) and a limited right to vote on partnership matters. G General dissolution The end of a partnership followed by a winding up of its affairs. General partner A

Everything connected with or forming part of lands conveyed that is not specifically reserved from the grant

A natural or legal person involved in proceedings, either as claimant or defendant; also, any person who, under any rules of court or any other statutory provision, has been served with notice of proceedings or has intervened in them.

Section 5(2) of the Housing Act 1988 (HA 1988) provides that ‘If an assured tenancy which is a fixed term tenancy comes to an end otherwise than by virtue of [circumstances which do not apply here] then, subject to section 7 and Chapter II below, the tenant shall be entitled to remain in possession of the dwelling-house let under that tenancy and, subject to subsection (4) below, his right to possession shall depend upon a periodic tenancy arising by virtue of this section’. Therefore,

Party A grants a lease over a commercial premises to Party B. That lease prohibits underlettings of part. B then proceeds to grant an underlease of part to Party C without A's consent. The law presumes free transferability and alienation of leasehold interests. This right can only be restricted by express terms in the lease. In this case the lease contains an express restriction on subletting of part. That restriction will be binding

SDLT overlap relief Overlap relief from SDLT is available where: • one lease is replaced or followed by another • of (substantially) the same premises, and • the respective lease periods overlap For the purposes of calculating the SDLT payable on the new lease, the rent payable under the new lease in the overlap period is reduced by the amount of rent that would have been payable in that period under the old lease.  The legislation, which is at para 9 of Sch 17A to Finance Act 2003 (FA 2003) clearly requires the same parties to be involved in the surrender and re-grant—it requires that ‘A surrenders an

Trespass is the unlawful presence of a person on land or buildings in the possession of another, including: • wrongfully setting foot on or riding or driving over it, and • taking possession of it or expelling the person in possession See Practice Note: Trespass—claims and defences. The methods of regaining possession from a trespasser which are available to a landowner include: • physical repossession • arrest of the trespasser by the police for a criminal offence • injunction (including quia timet and interim injunctions) • possession claim (including a claim for an interim possession order) In addition to the above remedies which are available for regaining possession, a landowner