Limited Partnership in UK Law
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Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
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The words are a recognition of the fact that a limited company is more than a mere judicial entity, with a personality in law of its own: that there is room in company law for recognition of the fact that behind it, or amongst it, there are individuals, with rights, expectations and obligations inter se which are not necessarily submerged in the company structure.
The superimposition of equitable considerations requires something more, which typically may include one, or probably more, of the following elements—(i) an association formed or continued on the basis of a personal relationship, involving mutual confidence—this element will often be found where a pre-existing partnership has been converted into a limited company; (ii) an agreement, or understanding, that all, or some (for there may be "sleeping" members), of the shareholders shall participate in the conduct of the business; (iii) restriction upon the transfer of the members' interest in the company—so that if confidence is lost, or one member is removed from management, he cannot take out his stake and go elsewhere.
People do not become partners unless they have confidence in one another and it is of the essence of the relationship that mutual confidence is maintained. If neither has any longer confidence in the other so that they cannot work together in the way originally contemplated then the relationship should be ended—unless, indeed, the party who wishes to end it has been solely responsible for the situation which has arisen.
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(1) Inversiones Frieira Sl and Another v (1) Colyzeo Investors Ii Lp (2) Colyzeo Investment Management Ltd
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I would accept that the position may be different in relation to the exercise of a contractual or other non-statutory right.
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Ebrahimi v Westbourne Galleries Ltd; Re Westbourne Galleries Ltd
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Whether there is deadlock or not, he says, the circumstances "are such that we ought to apply, if necessary, the analogy of the partnership law and to say that this company is now in a state which could not have been contemplated by the parties when the company was formed."
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Exeter City Association Football Club Ltd v Football Conference Ltd and another
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I find her reasoning compelling and I can see no difference in principle for this purpose between a winding-up petition and a petition under section 459. If the right to petition to wind up conferred on every single shareholder is a condition of incorporation under the Companies Act, then so in my judgment is the right to petition for relief for unfair prejudice.
The statutory rights conferred on shareholders to apply for relief at any stage are, in my judgment, inalienable and cannot be diminished or removed by contract or otherwise. The first is Re Vocam (Europe) Limited [1998] BCC 396. That was a decision made by Mr Justice Rimer in the Companies Court on an interim application. It is not clear whether judgment was reserved.
- The Social Security Contributions (Limited Liability Partnership) (Amendment) Regulations 2015
- The Social Security Contributions (Limited Liability Partnership) Regulations 2014
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Serious Crime Act 2015
...... specify whether the number of entries authorised is unlimited, or limited to a specified maximum. . (2) A search and seizure warrant must-. . . ... . . (e) they have entered into a civil partnership agreement (whether or not the agreement has been terminated);. . . (f) ......
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Insurance Act 2015
...... 1 insert—Relevant persons(1A) “(1) An individual, company or limited liability partnership not within sections 4 to 7 is to be treated as a ......
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Limited partnership: Business, government, civil society, and the public in the Extractive Industries Transparency Initiative (EITI)
This article assesses the Extractive Industries Transparency Initiative (EITI), a public‐private partnership designed to help resource‐rich countries avoid corruption in the management of extractiv...
- The Jersey Limited Liability Partnership: A New Legal Vehicle for Professional Practice
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Comment: Some thoughts on the organization of legal Practice in Ethiopia
The art of arguing cases evolved in Ethiopia as elsewhere as a personal skill and to this day, legal service in Ethiopia is a sole practice that has not been able to organize itself into a law firm......... Lawyers have not been able to take advantage of partnership models under the Ethiopian Commercial Code of 1960 as in other countries, ... that the evolution proceeded through the General Partnership to Limited Partnership (LP) and finally culminating on the Limited Liability ......
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Maintaining quality through evolving strategy: the TVS Partnership
In 1993, the TVS Partnership Proprietary Limited (TVS) was the first small business to be awarded the prestigious Australian Quality Award (AQA). TVS’s core business is a small architectural and la......... Press[ISSN 0263-5577]KeywordsQuality, Awards, Australia,Professional services,Case studiesAbstractIn 1993, the TVS PartnershipProprietary Limited (TVS) was thefirst small business to be awardedthe prestigious Australian QualityAward (AQA). TVS's core businessis a small architectural ......
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New UK Limited Partnership for Private Funds
On 6 April 2017, a new form of limited partnership came into existence with the introduction of a ‘private fund limited partnership’ (PFLP) under the Legislative Reform (Private Fund Limited Partne...
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Modernisation of UK limited partnership legislation: private investment funds
A new form of limited partnership, the private fund limited partnership (PFLP), has been introduced in the UK from 6 April 2017. This follows industry lobbying to modernise UK limited partnership l...
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Limited Partnership Reform – Streamlining the Existing UK Limited Partnership Regime for Private Funds
On 6 April 2017, changes to the law governing UK limited partnerships will come into effect through the Legislative Reform (Private Fund Limited Partnerships) Order 2017 (the "LRO"). The changes in...
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Proposed changes to the UK Limited Partnership Act 1907
On 23 July 2015, the UK Treasury published a consultation paper and draft Legislation Reform (Limited Partnership) Order 2015 setting out its proposed amendments to the Limited Partnership Act 1907...
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T423)
Includes the refund form for claimants.......Please say whether the respondent is a sole trader, a. partnership, a limited liability company, a plc, a limited company or otherwise. 2.2 ......
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T422)
Includes the refund form for claimants.......Please say whether the respondent is a sole trader, a. partnership, a limited liability company, a plc, a limited company or otherwise. 2.2 ......
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Notice of Application for Direction for Succession Tenancy on Retirement
Forms relating to agricultural lands and drainage, including notices of application....... a child of the family in relation to his/her marriage or civil partnership to ( please insert full name and date of marriage below ): . . ... a company under the control of one or both of us) to be treated as limited to my appropriate share of that net annual income ( please identify the ......
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Notice of Application for Direction for Succession Tenancy on Death
Forms relating to agricultural lands and drainage, including notices of application....... a child of the family in relation to his/her marriage or civil partnership to ( please insert full name and date of marriage below ): . . ... a company under the control of one or both of us) to be treated as limited to my appropriate share of that net annual income ( please Identify the ......