We advise clients who are already in a Partnership or a Limited Liability Partnership (“LLP”) as well as clients wishing to form a Partnership or LLP.
Partnerships
These can serve as alternatives to a company structure. They can provide a greater measure of flexibility. However, clients should be aware of the main difference between a
Partnership and a Limited Liability Company. The liability of a company’s shareholders is limited to the
extent of the unpaid amount in respect of the shares they own.
By contrast, partners in a Partnership have unlimited liability, so they can be held personally liable (jointly and severally) for any unpaid debts the partnership has or incurs.
Limited Liability Partnerships
LLPs are becoming increasingly common as a basis for a commercial association. They involve fewer formalities than
Limited Liability Companies, while providing the flexibility of a traditional
Partnership. We can help at each stage of the LLP’s registration process, as well as with its annual compliance requirements.
In relation to Partnerships and LLPs, our advice can include:
- whether to use a Partnership or LLP as the commercial vehicle
- guidance for new and retiring partners and members
- drafting of partners’ or members’ agreements
- assessing the extent of investment needed from each partner
- how profits and losses are to be allocated between partners
- a range of procedural issues (e.g. a partner exiting or joining)
- how disputes may be resolved
- how to convert Partnerships to LLPs or to companies
- how the Partnership or LLP may be dissolved
