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.
This title is included in Bloomsbury Professional's is included in Partnerships online service.
Chapter 1 Overview and Introductory Matters
Chapter 2 Incorporation
Chapter 3 The Corporate Entity
Chapter 4 Formalities and Requirements after Incorporation
Chapter 5 The LLP and the Outside World
Chapter 6 Charges and Debentures
Chapter 7 Conversion from a Partnership
Chapter 8 Membership: General Matters
Chapter 9 Employment and Worker Status
Chapter 10 The LLP Agreement: General Principles
Chapter 11 The LLP Agreement: Contents
Chapter 12 Designated Members
Chapter 13 Duties and Responsibilities of Members
Chapter 14 Rights, Indemnities and Protection of Members
Chapter 15 Discrimination and Whistleblower Protection
Chapter 16 Funding and Profits and Losses
Chapter 17 The Business and Affairs of the LLP: Conduct and Decision-Making
Chapter 18 The Member and the Outside World
Chapter 19 Cessation of Membership and its Consequences
Chapter 20 UK Financial Services Regulation and LLPs
Chapter 21 Accounts and Audit
Chapter 22 The Appointment and Position of Auditors of LLPs
Chapter 23 Taxation of LLPs and Members
Chapter 24 Investigations, Striking Off and Rectification of the Register
Chapter 25 LLPs in Other Jurisdictions
Chapter 26 Foreign Connections and Dealing with Overseas LLPs
Chapter 27 Insolvency and Winding up of LLPs: A General Introduction
Chapter 28 Moratorium and Voluntary Arrangements
Chapter 29 Administration
Chapter 30 Receivership
Chapter 31 Commencement of Winding Up
Chapter 32 Unfair Prejudice and Just and Equitable Winding Up
Chapter 33 Conduct of the Liquidation
Chapter 34 Misfeasance and Adjustment of Prior Transactions
Chapter 35 Completion of the Winding Up and Dissolution
Chapter 36 Arrangements and Reconstructions
Chapter 37 Disqualification
Appendix 1 Limited Liability Partnerships Act 2000
Appendix 2 Limited Liability Partnerships Regulations 2001, SI 2001/1090
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