United Kingdom partnership law
United Kingdom partnership law refers to the rules under which partnerships are governed in the United Kingdom. Partnerships are a form of business association, which arises automatically when people carry on business with a view to a profit. (Partnership Act 1890 s 1). Partners are jointly and severally liable, just as they own the property in common. A limited partnership, under the Limited Partnerships Act 1907 may have sleeping partners, who if they do not partake in any business management will not be liable beyond their investments (s 6). A ‘partnership’ under the Limited Liability Partnerships Act 2000 is now considered a separate legal person (s 11) with limited liability (ss 1 and 14), though it is treated as a partnership for tax, and is not subject to so much regulation as would be a company. There must, however, be at least two partners.
Partnerships were a common law phenomenon, dating back to the Roman law institution of a societas universorum quae ex quaestu veniunt, or a trade partnership.
- Waugh v Carver (1793) 126 ER 525, 2 HBI 235, held that receipt of profits of partnership made the recipient a partner. John George Phillimore later opined that this was 'one indeed of the most absurd decisions ever come to by a court of law'.
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Partnership Act 1890
Section one of the 1890 Act states ‘the relationship which subsists between persons carrying on a business in common with a view of profit.’ This can come about by oral agreement, written document or conduct. The minimum membership is two and the maximum since 2002 is unlimited. Unless a partnership expressly excludes the Act it applies. Each partner is entitled to participate in management, get an equal share of profit, an indemnity in respect of liabilities assumed in the course of business and the right to not be expelled by other partners. A partnership ends on the death of a partner. A partner is jointly and severally liable for others debts, so there is no limited liability, unless under…
Limited Partnership Act 1907
Only sleeping partners may have limited liability, and it is possible to have a partnership made up all of limited partners.
Limited Liability Partnerships Act 2000
Under the 2000 Act, such partnerships are deemed to have legal personality. It allows limited liability for general trading debts, but individual partners cannot limit personal liability for negligence. It was introduced to allow some protection against large negligence actions, where the risks were felt to be excessive.
- United Kingdom company law
- Limited Partnerships in England and Wales
- Limited Liability Partnerships Act 2000
- Limited Liability Partnerships Act (Northern Ireland) 2002
- JA McCahery and EPM Vermeulen, ‘Limited Partnership Reform in the United Kingdom: A Competitive, Venture Capital Oriented Business Form’ (2004) 5 European Business Organization Law Review 61
- Official text of the Partnership Act 1890 as in force today (including any amendments) within the United Kingdom, from the UK Statute Law Database
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