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BLP > 1. LLP, LP and Partnership > Flashcards

1. LLP, LP and Partnership Flashcards

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1
Q

Pros of LLP

A

LL, separate entity, tax transparent, financing easier, no AoA

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2
Q

What two kinds of business media make their own contracts

A

Companies and LLPs

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3
Q

Minimum number of partners for an LLP

A

2 or more formally appointed, and 2 must be designated Ms at all times

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4
Q

Example of event which causes automatic dissolution of TP

A

Bankruptcy of one P

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5
Q

Cons of ST

A

Unlimited personal liability + difficult financing

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6
Q

Main legislation for LP

A

Limited Partnerships Act 2007

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7
Q

Main legislation for partnership

A

Partnership Act 1890

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8
Q

Cons of TP

A

Outdated legislation, financing difficult, at least 2 to set up, unlimited liability, N/A salary under PA, and leaving = dissolution w/o PA

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9
Q

Minimum number of persons for ST

A

1

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10
Q

Example of archaic fall-back provisions of Partnership Act 1890

A

Equal profit sharing + no entitlement to remuneration

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11
Q

What rules are there under 2001 Regs for decision-making under LLP

A

Ordinary decisions by majority, and changes to nature by unanimity

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12
Q

What type of business media is split into LPs and GPs

A

LP

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13
Q

What business media can issue shares to the public

A

PubC

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14
Q

How do TPs hold property

A

Shared between the partners

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15
Q

What kind of security can LLPs grant

A

fixed + floating charges

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16
Q

What form is used for LLP to register at CH

A

Form LL IN01

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17
Q

What Act applies in modified form to LLPs (from companies)

A

Insolvency Act

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18
Q

Which kind of partnership has continuing reg requirements

A

LLP - to file changes at CH, accounts and keep in-house records

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19
Q

What three business media demand at least 2 members

A

Partnership, LP and LLP

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20
Q

What two kinds of business media have to print company stationery

A

Companies and LLPs

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21
Q

Why is a Partnership Agreement used for TP

A

To avoid archaic fall-back provisions of PA

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22
Q

What partners cannot participate in management of LP

A

LPs

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23
Q

What happens if P enters into C w/o authority of TP, but TP wants the benefit?

A

Can ratify and adopt

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24
Q

How does a company enter into contracts

A

On its own behalf

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25
What three business media need not file annual accounts/confirmation statements
LP, partnership and ST
26
Three ways to finance a company
Issue shares, borrow and shareholder investment.
27
Minimum number of partners in a LP
2 - 1 must be GP, and 1 LP
28
ST needs to register with CH?
No
29
What specific kind of company has continuing obligations
Listed
30
What happens if a limited partner in LP participates in management
loses limited liability status
31
Liability of partners in a partnership
Individually liable; jointly liable in contract; J&S liable in tort
32
What happens if LP does not register at CH
Loses limited status
33
What is it preferable to draw up in a partnership, which then raises the 0 expenses for start up
Partnership Deed
34
What two kinds of business media have a separate legal personality
LLPs and companies
35
Cons of company
Not private, expensive, corporation/double tax, likely to ask for personal guarantee
36
What is prima facie evidence of existence of partnership
Profit sharing
37
Is intention relevant for TP
No
38
What happens if PA for LP does not provide for dissolution
Ordinary law of TP applies
39
Definition of TP
Minimum 2 people carrying on common business w/ view to profit
40
What two business media need not be registered at CH
ST and partnership
41
Definition for LLP
Minimum 2 people carrying on commercial activity w/ view to making profit
42
Cons of LLP
Not private, continuing reg, minimum 2 and likely to ask for personal guarantee
43
What must LPs do regarding information held at CH
Update info
44
Example of provision in Partnership Act that is archaic
Equal distribution of profits, regardless of investment
45
Which partner in LP manages LP day-to-day
General partner
46
When might TP still be bound if TP does not ratify and adopt P's unauthorised action
If P = A under Partnership Act, or if CL rules on agency apply
47
What happens if LPs in an LP participatee in management
They lose their limited liability status
48
What business media has no formalities required to start up (2)
ST and partnership
49
Minimum number of partners in a partnership
2
50
Start up expenses/steps for a LP
Register at CH + PD
51
Minimum number of shareholders for a company
1 per 7(1) CA
52
Main legislation for LLP
Limited Liability Partnerships Act, supplemented by various other Regs + Acts
53
Two kinds of Ps in a limited partnership
Limited partner and general partner
54
What section of CA limits shareholder liability to amount unpaid on shares
S.3(2) CA '06
55
what kind of business media is frequently accidentally set up (as no formalities required)
partnership
56
What business media has a continuing registration regime
LLP
57
4 steps to set up LLP
Incorporation docs, register at CH, Members Agreement + print stationery
58
Three steps before a company can be set up (generally)
Incorporation documents (MoA; AoA), register at CH, and print company stationery
59
Is there any specific legislation applicable to sole traders
No
60
For what three business media is financing difficult, and why
Partnership, LP and ST, as not separate legal entities
61
What is the main legislation for companies
CA '06
62
What two business media have to deliver confirmation statements and file changes at CH
LLP and company
63
What is the effect of one P leaving under TP w/o PA
Dissolution of TP
64
Liability of company
Shareholders limited to amount unpaid on their shares
65
Pros of ST
Privacy, control, low set-up + ongoing costs, and quck
66
What rules are there under 2001 Regs for M rights under LLP
Equal profit + capital share, LLP indemnifies M, and all participate in management
67
Pros of company
Can issue shares, likely to have security, limited liability, cheap if MA + shelf, flexibility in structure
68
Pros of TP
Few formalities, privacy, tax transparent, no ongoing disclosure
69
Liability of partners in an LLP
Limited to their contribution, and not jointly and severally liable (although they are individually liable for their own negligence)
70
What does the continuing reg regime of LLP mean
Must file changes + confirmation statement at CH, and keep in-house records.
71
What duties do partners owe in a partnership
Fiduciary duties, similar to those owed by Ts to Bs
72
What do companies have to continue to do once set up
Deliver confirmation statements, annual accounts, and file changes at CH
73
Three ways TP can be dissolved
By court, automatically on certain events or at will by notice from any P
74
Liability of ST
Personally liable + unlimited
75
How are TPs dissolved as a last resort
By the court
76
Liability of partners in a LP
LPs limited to contribution, but GPs unlimited
77
When is P an A under s.5 PA 1890?
If act is kind carried on by firm and carried on in the usual way and 3rd not aware P unauthorised.
78
What two kinds of business media shelter their shareholders/partners/members from liability
LLPs and companies
79
What business media are tax transparent
Partnerships and LLPs
80
What is a major draw back of the Partnership Act
It is very old, so a lot of the provisions make no sense
81
What business media can borrow in their own capacity
LLP and company
82
Why would a Members Agreement be entered into in an LLP
To avoid the default provisions in Regs 7 and 8 2001 Regs
83
Example of a law firm that is a partnership
Slaughter & May
84
What is an ST
Individual carries on business by themselves
85
Two business media that must declare PSCs to CH
LLP and company
86
Which partner in an LP cannot bind LP
A limited partner
87
What does LLP NOT have to file at CH - confirmation statement or AA?
AA
88
What business media can issue shares in general
Company

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