To be a member of the partnership by death or by

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to be a member of the partnership by death or by giving reasonable notice to the other members of his intention to leave – s. 4(3). However, the death or resignation of a partner will not dissolve the firm. 18.5.3 SIMILARITIES OF LLP TO A GENERAL PARTNERSHIP • The members of a limited liability partnership may stipulate the nature of their relationship in their partnership agreement or in an agreement between the partners and the LLP – s. 5(1). In the absence of an agreement, the rules relating to general partners apply as appropriate – s.15(c). • Like general partnerships, there is no requirement for LLPs to be managed in a particular way. The members may determine this by agreement. In the absence of any contrary agreement, all members have equal right to participate in management. The rules in general partnership relating to agency are also applicable to LLP – s.6. Thus, the members are agents of one another and the firm and have authority to bind them, except to the extent that authority is limited by agreement. • The properties of a LLP are treated as normal partnership property – s. 10. The tax and National Insurance contributions of the members are calculated in the same way as those of general partners – s.10 and 13. 18.5.4 SIMILARITIES OF LLP TO A LIMITED LIABILITY COMPANY • Like a company, the firm is incorporated by the Registrar of Companies and has a certificate of incorporation. • The firm has a separate legal personality; accordingly, third parties contract with the firm rather than the partners. • The firm is liable for its debts and obligations. However, in some circumstances, partners can be made to contribute to the assets of the firm on insolvency or winding up (in the event of fraudulent or wrongful trading), and that obligation may remain for up to five years – s. 10. • The firm has unlimited contractual capacity like a limited liability company. • Like a company, the LLP has perpetual succession, in that the death, departure, etc. of a partner does not dissolve the firm. • The firm can secure loans with fixed and floating charges just like a company. Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCY 354 PARTNERSHIPS The firm is (with modifications) regulated as limited liability companies. For example, the firm is required to file membership records, audited accounts, annual returns, charges etc., with the Companies Registrar – see the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009. • The firm is wound up in a similar way as companies. For more information about the LLP, visit: - liability-partnership 18.6 CHAPTER SUMMARY • Partnerships are businesses set up by two or more persons for a common purpose and with a view to making profits.
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  • Fall '19
  • Corporation, Managing Partner

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