Partnerships, LP & LLPS

Question 1

Sole Trader:

How it conducts business?

Answer 1

Personally

Question 2

Sole Trader:

Legal Status?

Answer 2

No separate legal identity

Question 3

Sole Trader:

Liability of investors?

Answer 3

Unlimited

Question 4

Sole Trader:

Governing Statute?

Answer 4

None

Question 5

Sole Trader:

3rd parties contract with …

Answer 5

Individual

Question 6

Sole Trader:

Owner?

Answer 6

Individual

Question 7

Sole Trader:

No. of persons for setting up?

Answer 7

1

Question 8

Company:

How it conducts business?

Answer 8

via Company

Question 9

Company:

Legal Status?

Answer 9

Separate legal identity

Question 10

Company:

Liability of investors?

Answer 10

Limited

to amount unpaid on shares - s.3(2) CA 2006

Question 11

Company:

Governing Statute?

Answer 11

The Companies Act 2006

Question 12

Company:

3rd parties contract with …

Answer 12

Company

Question 13

Company:

Owner?

Answer 13

Shareholders

Question 14

Company:

Managed by?

Answer 14

Board of Directors

Question 15

Company:

No. of persons for setting up?

Answer 15

1 Person (Individual or company)

s.7(1) CA 2006

Question 16

Partnership:

How it conducts business?

Answer 16

Personally

Question 17

Partnership:

Legal Status

Answer 17

No separate legal identity

Question 18

Partnership:

Liability of investors

Answer 18

Unlimited personal 
(Joint = contractual / tortious = Joint and Several)

Question 19

Partnership:

Governing Statute

Answer 19

The Partnership Act 1890

Question 20

Partnership:

3rd party contracts made with …

Answer 20

Individual partners

Question 21

Partnership:

Owners?

Answer 21

Partners

Question 22

Partnership:

Managed by?

Answer 22

Management Board

Question 23

Partnership:

No. of persons for set-up

Answer 23

2

Question 24

LP:

How it conducts business?

Answer 24

General partners = personally

Question 25

LP: | Legal Status

Answer 25

No separate legal identity

Question 26

LP: | 3rd party contracts made with …

Answer 26

General partner

Question 27

LP: | Owners

Answer 27

General partner

Question 28

LP: | Managed by ...

Answer 28

General partner

Question 29

LP: | No. of persons for set-up

Answer 29

1 General partner | 1 Limited partner

Question 30

LLP: | How it conducts business?

Answer 30

via company

Question 31

LLP: | Legal Status

Answer 31

Separate legal identity

Question 32

LLP: | Liability of investors

Answer 32

Limited | to amount of their capital share in the LLP

Question 33

LLP: | Governing Statute

Answer 33

The Limited Liability Partnership Act 2000

Question 34

LLP: | 3rd party contracts made with …

Answer 34

Company

Question 35

LLP: Owners

Answer 35

Members (persons)

Question 36

LLP: Managed by ...

Answer 36

Members / Designated Members

Question 37

LLP: No. of persons for set-up

Answer 37

2+

Question 38

What kinds of business need a registered office?

Answer 38

1) LLP | 2) Limited Company

Question 39

Who passes an ordinary resolution?

Answer 39

Shareholders

Question 40

How many directors does a private company need?

Answer 40

1

Question 41

How many directors does a public company need?

Answer 41

2

Question 42

LLP: Expenses before/due to setting up the business

Answer 42

1) Incorporation document 2) Registration fee 3) Recommended to have LLP PA drawn up by lawyers 4) Printing on LLP stationary

Question 43

LC: Expenses before/due to setting up the business

Answer 43

1) Incorporation document (AoA / MoA) 2) Registration fee 3) Printing on LLP stationary

Question 44

Disclosures aren't required for which business mediums?

Answer 44

1) Sole Trader | 2) Partnership

Question 45

What disclosures are required for LLP?

Answer 45

1) Registered office - s.2(2)(c) and (d) LLPA and 2009 Regs 2) Details of members - s.2(2)(e) LLPA 3) Details of designated members - s.2(2)(f) LLPA 4) Accounts - 2008 Regs 5) PSCs 6) Payment practices and policies (large LLPs)

Question 46

What disclosures are required for Limited Companies?

Answer 46

1) Registered office - s.86 CA 2006 2) Accounts - s.441 CA 2006 3) Information on directors and members 4) Info on share capital of a company 5) Certain resolutions of members 6) A 'PSC' Register 7) Payment practices and policies (large companies)

Question 47

What ongoing expenses are there after a Sole Trader / Partnership is set up?

Answer 47

None, though Accountants to keep accounts

Question 48

What ongoing expenses are there post-set up for a LLP / Companies?

Answer 48

1) Accountants (for annual accounts) 2) Must file audited accounts (bar small LLPs/companies) 3) Must file a Confirmation Statement at least once a year - SBEEA 2015

Question 49

Sole Trader: How is it managed?

Answer 49

No legal requirements

Question 50

Partnership: How is it managed?

Answer 50

In accordance with PA (default provisions in PA 1890)

Question 51

LLP: : How is it managed?

Answer 51

In accordance with PA

Question 52

LC: : How is it managed?

Answer 52

Meeting of directors and shareholders (according to CA 2006 and AoA)

Question 53

Sole Trader: Available methods of financing?

Answer 53

Can borrow

Question 54

Partnership: Available methods of financing?

Answer 54

Can borrow

Question 55

LLP: Available methods of financing?

Answer 55

1) Can borrow 2) Can create floating charges * If any financing is underwritten by a member's personal guarantee, limited liability lost

Question 56

LC: Available methods of financing?

Answer 56

1) Can borrow 2) Can create floating charges 3) Can raise finance by issuing shares * If any financing is underwritten by a member's personal guarantee, limited liability lost