Partnerships | By Lawyers
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Partnerships

This publication guides practitioners through creating, managing, and dissolving partnerships.

2 Matter Plans

Overview

The commentary covers topics like partnership structures, set-up, privacy, and liability. It also provides further guidance on flexibility, income and tax, participant structures, raising capital, and decision-making.

The Reference materials folder includes tables comparing business structures, and the comprehensive Getting the matter underway folder includes compliance and client care documents. Using the extensive Retainer Instructions when gathering information ensures nothing is missed.

Precedents in this publication include:

  • a Library of clauses for partnership agreements;
  • agreements for:
    • partnerships;
    • limited partnerships;
    • limited liability partnerships;
  • a Deed of Assignment of Interest in a Partnership;
  • a Deed of Variation of Share of Profits and Losses of the Partners;
  • a Succession Agreement for Partnership;
  • a Dissolution and Continuation of Partnership.
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2 Matter Plans Included

  • Item icon ALERTS - Nil
  • Item icon Full Commentary - Partnerships
  • Folder icon Reference materials
    • Item icon AI Prompts
    • Item icon Electronic Signing and Witnessing
    • Item icon Looking to the Future
    • Item icon Business Structures and the Comparative Table
    • Item icon Further information
  • Item icon Overview
    The relationship between general partners is contractual and fiduciary. Trust and good faith are essential elements in this relationship. A corporation may be a partner, either in its own right or as trustee of a trust or a limited liability partnership (LLP).

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  • Item icon Summary of the process
    The usual steps in acting in a partnership matter include:

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  • Folder icon A. Getting the matter underway
    • Item icon File cover sheet - Partnerships
    • Item icon To do list - Partnerships
    • Item icon First steps
    • Item icon Retainer instructions - Partnerships
    • Folder icon Compliance documents
      • Item icon Client Due Diligence and Anti-money Laundering Guidance
      • Item icon Client Details, Identity Verification and Source of Funds
      • Item icon Conflict of interest check
      • Item icon Client and matter risk assessment
      • Folder icon If required - Reporting an issue
        • Item icon Anti-money laundering internal disclosure
    • Item icon Initial letter to client enclosing Client Care and Terms of Business - Partnerships
    • Folder icon Enclosures for initial letter to client
      • Item icon Client care information
      • Item icon Terms of business
      • Item icon Scope of work - Partnerships
      • Item icon A summary of the partnership process
    • Item icon Time and costs estimates
    • Folder icon If required - Letter to client varying the Client Care and Terms of Business
      • Item icon Letter to client varying the Client Care and Terms of Business
    • Folder icon General deeds, agreements, statements, declarations, consents, and execution clauses
      • Item icon Deeds and agreements
      • Folder icon Deeds
        • Item icon Deed for general use
        • Item icon Deed of assignment of agreement
        • Item icon Deed of assignment of agreement with consent
        • Item icon Deed of assignment of an insurance policy
        • Item icon Deed of assignment of equitable interest in residential land
        • Item icon Deed of gift
        • Item icon Deed of guarantee
        • Item icon Deed of release
        • Item icon Deed of release and grant
        • Item icon General deed of indemnity
        • Folder icon Library of standard clauses for deeds
          • Item icon Amendment
          • Item icon Confidentiality
          • Item icon Confidentiality - Extensive
          • Item icon Costs
          • Item icon Counterparts
          • Item icon Dispute resolution
          • Item icon Events beyond control
          • Item icon Governing law and jurisdiction
          • Item icon Interpretation
          • Item icon No assignment
          • Item icon Notices
          • Item icon Severance
          • Item icon Third parties
          • Item icon Waiver
          • Item icon Whole agreement
      • Folder icon Agreements
        • Item icon Agreement for general use
        • Item icon Boundary agreement
        • Item icon Confidentiality agreement
        • Item icon Construction agreement
        • Item icon Heads of agreement
        • Folder icon Library of standard clauses for agreements
          • Item icon Amendment
          • Item icon Confidentiality
          • Item icon Confidentiality - Extensive
          • Item icon Costs
          • Item icon Counterparts
          • Item icon Dispute resolution
          • Item icon Events beyond control
          • Item icon Governing law and jurisdiction
          • Item icon Interpretation
          • Item icon No assignment
          • Item icon Notices
          • Item icon Severance
          • Item icon Third parties
          • Item icon Waiver
          • Item icon Whole agreement
      • Folder icon Statements and declarations
        • Item icon Statement of truth
        • Item icon Statement of truth - High Court
        • Item icon Statutory declaration
        • Item icon Statutory declaration of solvency
        • Item icon Affidavit - General
        • Item icon Exhibit sheet for affidavits - General
        • Item icon Witness statement - Family matters
        • Item icon Exhibit sheet to witness statement - Family matters
        • Item icon Witness statement - Civil matters
        • Item icon Exhibit sheet to witness statement - Civil matters
      • Folder icon Execution clauses
        • Item icon Execution clauses - Agreements and contracts
        • Item icon Execution clauses - Deeds
        • Item icon Execution clauses - Overseas companies
      • Folder icon Consents
        • Folder icon If required - Personal data consent - General
          • Item icon Letter to client enclosing general consent
          • Item icon Letter to third party enclosing general consent
          • Item icon Letter to third party requesting personal data and enclosing client’s general consent
          • Item icon Letter to third party requesting personal data and enclosing third party general consent
          • Item icon Consent to provide information - General
          • Item icon Consent to provide information - General - Third party
        • Folder icon If required - Personal data consent - Health professional
          • Item icon Letter to client enclosing consent - Health professional
          • Item icon Letter to third party enclosing consent - Health professional
          • Item icon Letter to doctor enclosing client consent
          • Item icon Letter to doctor enclosing third party consent
          • Item icon Consent to provide information - Health professional
          • Item icon Consent to provide information - Health professional - Third party
        • Folder icon Change of name
          • Item icon Change of name deed for an adult - Concise
          • Item icon Change of name deed for a minor - Concise
          • Folder icon If required - Enrolment by an adult
            • Item icon Change of name deed for an adult - For enrolment
            • Item icon Statutory declaration - Enrolment of adult change of name deed
            • Item icon Notice for the London Gazette on the change of name of an adult
            • Item icon Consent to enrolment of change of name of an adult
          • Folder icon If required - Enrolment by a minor
            • Item icon Change of name deed for a minor - For enrolment
            • Item icon Statutory declaration - Enrolment of minor change of name deed
            • Item icon Affidavit of best interest for the change of name of a minor
            • Item icon Consent to enrolment of change of name of a minor
  • Folder icon B. The partnership agreement
    • Item icon Types of partnerships
      There are three types of partnerships:

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    • Item icon The partnership agreement
      It is not essential to have a formal written agreement for a general partnership to exist. The agreement between partners can be oral or even implied. However, partnership agreements that effect a transfer of interests in real property must be in writing. Even though a written agreement may not be ...

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    • Item icon Establishing a partnership
      Establishing a general partnership Establishing a general partnership is a relatively simple process. The broad legal and financial requirements include:

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    • Item icon Powers, rights and responsibilities of partners
      As partners stand in a fiduciary relationship with one another, each partner is considered to be an agent of the other partners in carrying on the business and has the ability to bind other partners. Therefore, the partnership relationship carries the expectation that partners conduct themselves in ...

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    • Item icon Eligibility as a general partner or manager
      Certain restrictions apply to being a general partner or the manager of a limited partnership or incorporated limited partnership. A potential partner may be ineligible if they are:

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    • Item icon Partnership property
      General and limited partnerships lack an independent legal personality. It is important to acknowledge the distinction between partnership property and a partner’s personal property. Any partnership property must be held and used by the partners exclusively for the partnership business and in ...

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    • Item icon Apportionment of liability
      General partnership As far as third parties are concerned, each partner in a general partnership is jointly and severally liable for the debts, obligations and actions of the other partners and the firm as a whole. After their death, a partner’s estate is also severally liable for debts and ...

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    • Item icon Taxation
      Guidance on giving tax advice Although tax advice often forms only part of the overall advice given to a client under a retainer, the Law Society has published general Guidance for solicitors advising on tax. The guidance summarises the key aspects of the frameworks that apply to practitioners when ...

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    • Item icon Partnership agreement
    • Item icon Limited partnership agreement
    • Item icon Limited liability partnership agreement
    • Item icon Letter to client with draft partnership agreement
    • Folder icon Library of clauses for partnership agreements
      • Item icon Expulsion clause
      • Item icon Notice of determination of partnership
      • Item icon One partner to have sole management
      • Item icon Representative clause for a corporate partner
      • Item icon Termination of partnership
  • Folder icon C. Registration and applications
    • Item icon Application for registration of a limited partnership in England, Wales or Northern Ireland
    • Item icon Appointment of member of a Limited Liability Partnership (LLP)
    • Item icon Appointment of corporate member of a Limited Liability Partnership (LLP)
    • Item icon Application for the incorporation of a Limited Liability Partnership (LLP)
    • Item icon Set up a business partnership
    • Item icon HHRMC - Check how to register for Self Assessment
    • Item icon HMRC - Self assessment: register a partnership for self assessment
    • Item icon HMRC - Register as an employer
    • Item icon HMRC - Register for VAT
    • Item icon Application to register a trade mark
  • Folder icon D. General business
    • Item icon Letter to partners giving notice of meeting
    • Item icon Minutes of meeting
    • Item icon Letter to partners on admission of a new partner
    • Item icon Agreement for admission of a new partner
    • Item icon Deed of assignment of interest in a partnership
    • Item icon Deed of variation of share of profits and losses of the partners
    • Item icon Letter to other partners - Notice of retirement or resignation of partner
    • Folder icon If required - Library of precedents for small business clients
      • Item icon Agreement for supply of goods and services
      • Item icon Credit application
      • Item icon Data protection policy for a business
      • Item icon Dispatch and delivery policy
      • Item icon Director guarantee
      • Item icon Example - Full VAT invoice
      • Item icon Example - Job descriptions
      • Item icon Example - Modified VAT invoice
      • Item icon Example - Simple VAT invoice
      • Item icon Liability waiver and consent
      • Item icon Returns and refunds policy
      • Item icon Terms of trade
      • Item icon Website terms of use for advertising and booking personal services
      • Item icon Website terms of use for downloadable online products
      • Item icon Website terms of use for physical products
  • Folder icon E. Succession planning
    • Item icon Succession planning and unexpected events
      Well planned succession arrangements can prevent disputes and minimise disruption to business operations, providing a clear course of action in an unexpected event such as the permanent injury, bankruptcy, expulsion, or death of a partner. Succession planning can also be used to ensure that the ...

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    • Item icon Cross option agreements
      Cross option agreements, sometimes referred to as put and call option agreements, or double option agreements, are commonly included within the clauses of a well drafted partnership agreement; however, they can also be used as a separate document alongside a partnership agreement. The precedent ...

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    • Item icon Succession agreement for partnership
    • Item icon Explanation of cross options and funding agreements
    • Item icon Cross option agreement
    • Item icon Cross option funding agreement
    • Item icon Letter to client with draft agreement
  • Folder icon F. Dispute resolution
    • Item icon Mediation
      Mediation has cost and time saving advantages and can be particularly useful for partnerships when a small business with limited financial resources is involved. In mediation, an impartial and independent third party is appointed to work with the parties either together or separately and assist ...

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    • Item icon Conciliation
      The conciliation process is very similar to mediation; however, a conciliator may be appointed by the parties to suggest a non-binding settlement proposal. A conciliator may have professional expertise in the subject matter in dispute and will generally provide advice about the issues and options ...

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    • Item icon Arbitration
      An arbitrator may be appointed by either the court or the parties to the dispute. The arbitration process is essentially the same as mediation; however, the determination of the arbitrator is binding on the parties and any award is enforceable. Mediation, conciliation, and arbitration offer a ...

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    • Item icon Litigation
      Litigation involves the parties to a dispute asking the court to determine the outcome. The decision of the court is binding on the parties and enforceable. Litigation is the most expensive and time-consuming method of dispute resolution. It is also usually conducted in public. The stressful and ...

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    • Item icon Letter to other partners to refer partnership dispute to mediation
  • Folder icon G. Dissolution and winding up
    • Item icon General partners
    • Item icon Letter to partners dissolving partnership
    • Item icon Dissolution and continuation of partnership
    • Item icon Letter to partners concerning the expulsion of a partner
    • Item icon Limited partnerships – Winding up
      In winding up limited partnerships, the same considerations as for the dissolution of a general partnership apply, but with some distinctions. A limited partnership is not dissolved if a limited partner has allowed their share of the partnership property to be charged for their own separate ...

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    • Item icon Limited liability partnerships – Winding up
      As a limited liability partnership (LLP) is a separate legal entity it can only be brought to an end by voluntary or involuntary winding up or seeking a striking off from the LLP register.

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    • Item icon Striking off application by a Limited Liability Partnership (LLP)
    • Item icon Withdrawal of striking off application by a Limited Liability Partnership (LLP)
  • Folder icon H. Finalising the matter
    • Item icon Letter to client finalising matter
    • Item icon Example invoice
    • Item icon Invoice recital - Partnerships
    • Item icon Enclosure - Explaining the bill
    • Item icon Closing the file
    • Item icon File closing checklist
    • Item icon File review form - General
  • Item icon Comments and suggestions for By Lawyers

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