Bloomsbury Professional The Law of Limited Liability Partnerships

The Law of Limited Liability Partnerships, Fifth Edition is an indispensable book for all those who advise on the legal and taxation aspects of incorporating and running an LLP. It combines concise description, practical guidance and penetrating analysis of problem areas. It also offers an international perspective through a comparative analysis of the UK LLP structure and those being enacted overseas in Canada, Dubai, India, Japan, Qatar, Singapore, the USA and other jurisdictions. Comprehensively setting out the law of LLPs in England and Wales, the Fifth Edition includes coverage and analysis of: \- Newey J’s decision in Hosking v Marathon Asset Management LLP [2017] on the application of the fiduciary forfeiture rule to LLP profit sharing \- the Court of Appeal decision in Grupo Mexico de CV v Registrar of Companies [2019] on rectifying the companies and LLP registers \- recognition of the limited liability of foreign LLPs in the light of the Privy Council decision in Investec Trust (Guernsey) Limited v Glenella Properties Limited [2018] \- ICC Jones’s decision in McTear v Eade [2019] in relation to provability of debts owed to members and insolvency setoff \- decisions on section 214A of the Insolvency Act 1986 \- further development of the law on repudiation of LLP agreements \- the continuing development of the law on discretionary decision making in the light of the Supreme Court decision in BP Shipping v Braganza [2015] and on duties owed by LLP members \- decisions on derivative claims in Harris v Microfusion 2003\-2 LLP [2016] and Kallakis v AIB Group PLC [2020] \- administration orders in Patley Wood Farm LLP v Brake [2016] Specialist contributors have written chapters on: Financial Services Regulation and LLPs; Taxation of LLPs; Members and Discrimination; and Whistleblower Protection. 1 Overview and Introductory Matters 2 Incorporation 3 The Corporate Entity 4 Formalities and Requirements after Incorporation 5 The LLP and the Outside World 6 Charges and Debentures 7 Conversion from a Partnership 8 Membership: General Matters 9 Employment and Worker Status 10 The LLP Agreement: General Principles 11 The LLP Agreement: Contents 12 Designated Members 13 Duties and Responsibilities of Members 14 Rights, Indemnities and Protection of Members 15 Discrimination and Whistleblower Protection 16 Funding and Profits and Losses 17 The Business and Affairs of the LLP: Conduct and Decision\-Making 18 The Member and the Outside World 19 Cessation of Membership and its Consequences 20 UK Financial Services Regulation and LLPs 21 Accounts and Audit 22 The Appointment and Position of Auditors of LLPs 23 Taxation of LLPs and Members 24 Investigations, Striking Off and Rectification of the Register 25 LLPs in Other Jurisdictions 26 Foreign Connections and Dealing with Overseas LLPs 27 Insolvency and Winding up of LLPs: A General Introduction 28 Moratorium and Voluntary Arrangements 29 Administration 30 Receivership 31 Commencement of Winding Up 32 Unfair Prejudice and Just and Equitable Winding Up 33 Conduct of the Liquidation 34 Misfeasance and Adjustment of Prior Transactions 35 Completion of the Winding Up and Dissolution 36 Arrangements and Reconstructions 37 Disqualification Appendix 1 Limited Liability Partnerships Act 2000 Appendix 2 Limited Liability Partnerships Regulations 2001, SI 2001\/1090