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Practical Guide to Partnership Law in Scotland, A

Practical Guide to Partnership Law in Scotland, A
Practice Area:  Partnerships
ISBN:  9780414059771
Published by:  W. Green
Publication Date:  26 Sep 2018
Subscription Information:  Non-Subscribable Product
Format:  Hardback
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A Practical Guide to Partnership Law in Scotland is a hands-on, practical resource containing relevant and up-to-date information on all three areas of Scottish partnership law, limited partnership law and limited liability partnership law. It provides an excellent guide for solicitors working in this field.

This work considers the three partnership entities in Scotland in one comprehensive yet accessible guide:

  • A partnership under the Partnership Act 1890;
  • A limited partnership under the Limited Partnerships Act 1907; and
  • A limited liability partnership under the Limited Liability Partnerships Act 2000.

Written by an experienced legal practitioner, the content provides real answers to common issues and offers practical and commercial insights into Scottish partnership law.

Content includes:

  • A summary of provisions in the three Acts with commentary on relevant cases relating to such provisions.
  • Recent legislation obligating the requirement to disclose persons of significant control over a limited partnership or a limited liability partnership, as well as disclosure by a partnership where a partnership is deemed to be a Scottish qualifying partnership.
  • A concise explanation and benefits of separate legal personality for a partnership in Scotland.
  • An explanation of the insolvency regime applicable to partnerships, limited partnerships and limited liability partnerships in Scotland.
  • Consideration of the major differences between Scots law and English law.

Examples of practical advice include an explanation of how partnerships are formed and limited partnerships are registered; a step-by-step guide to the incorporation of a limited liability partnership; ongoing regulatory requirements for limited and limited liability partnerships; and links to relevant Companies house forms which require to be filed.

Further examples of practical insights include:

  • An explanation of the liability of partners for the actions of other partners and in which circumstances they can be avoided.
  • Practical guidance on entering contracts for both the partnership and the other party and advice on avoiding unenforceable contracts relating to a change in partners.
  • A concise guide on the notice requirements for a retiring partner so as to bring an end to the retiring partner's liabilities.
  • Commentary on what happens in the case of the problem partner, what the partnership can do and how to avoid problems.
  • For banking lawyers, a specific section on partnerships and limited liability partnerships entering into borrowings and granting security and issues to be aware of.
  • Awareness of provisions around the drafter of a partnership agreement or LLP members agreement and the rationale for their inclusion.

Stephen K. L. Chan LLB (Hons), DipLP, NP heads up the partnership law team at Harper Macleod, recommended by Chambers and Partners in 2018 as a noted firm in this area of the law. Stephen has also been recommended by Legal 500 in 2011, 2012, 2016 and 2017 for Corporate and Commercial law.

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  1. Background
  2. What makes a partnership?
  3. Starting up a partnership
  4. Liability in respect of a partnership
  5. The partners
  6. Operating the partnership
  7. Partners’ duties, rights and obligations
  8. Separate legal personality
  9. Partnership property
  10. New partner joining
  11. Ceasing to be a partner
  12. Problems between the partners
  13. Loans and security
  14. Partnership accounts
  15. The partnership agreement
  16. The end of the partnership
  17. Dissolution of a partnership to avoid criminal liability
  18. The background to the limited partnership
  19. What is a limited partnership?
  20. Registering the Limited Partnership
  21. General partner
  22. Limited Partner
  23. How a limited partnership is used
  24. Change in partners
  25. Ongoing requirements
  26. End of the limited partnership
  27. Private fund limited partnership
  28. Limited liability partnerships
  29. Incorporating the limited liability partnership
  30. Members
  31. Members rights, obligations and duties
  32. Members and their interests
  33. Converting to a limited liability partnership
  34. The limited liability partnership agreement
  35. Accounts
  36. Ongoing requirements of limited liability partnerships
  37. Borrowings and security
  38. The limited liability partnership in difficulty
  39. The end of the limited liability partnership

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