LIMITED LIABILITY PARTNERSHIPS, LIMITED PARTNERSHIPS AND FIRMS EXPLAINED – AND BY THE WAY, WHAT IS EXACTLY IS A ‘PARTNER?’
An appreciation by Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers
Clarification is the aim and raison d’être of this superb work of reference which is not only thorough and scholarly but readable too and, therefore, of immense value to practitioners or their clients involved with LLPs, limited partnerships and firms.
The nature of these entities can be complex if not confusing. We don’t know that many lay people who realize – as author Mark Blackett-Ord remarks in the Preface – that LLPs (limited liability partnerships) are not ‘partnerships’, nor do they have ‘limited liability.'
The fact that they are generally tax free and that they generally shield their members against negligence claims is what makes them popular. The legislature applies most of the provisions of the Companies Act 2006 to them, but the judiciary treats them as partnerships. Confused? You won’t be when you read this book. In this the latest edition, published recently by Bloomsbury Professional, these points are clarified in the relevant chapters, namely Chapters 24 and 25.
Certainly the very nomenclature inherent this fascinating area of law inevitably generates confusion, as certain terms have shifted in meaning over the years. A ‘firm’, for example, has a specific meaning (clarified in this book), but newspaper editors and other media folk, for reasons of convenience and space probably, are using it to describe just about any kind of ‘company’, including PLCs.
As for the word ‘partner,’ the authors seem resigned to modern realities, if somewhat annoyed by them, remarking that when the first edition of the book was written, the term “partner” meant ‘someone with whom you did business, not someone you went to bed with.’
In the brief, but intriguing ‘Other Entities Akin to Partnerships’ section of the book, the sub-section on ‘Marriage; boyfriends and girlfriends states unambiguously that ‘unmarried couples are commonly called ‘partners’, but their personal relationship does not make them partners in the legal sense.’
Well, point clarified here -- and point taken; another example in our view, of precise and analytical legal minds striving for clarity, while the public, press and media of course, cheerfully and heedlessly muddy the waters.
We mention all this merely to impart a flavour of this wide-ranging work of scholarship,(of almost 1,000 pages) with its extensive coverage of every aspect of partnership law, as a quick trawl through the table of contents -- and the index of over 60 pages will reveal. Research resources abound, including almost 100 pages of tables of statutes, statutory instruments and cases, together with ten appendices.
The law, ‘stated in our opinion only,’ as the author puts it, ‘is intended to be as at 1 November 2011.’
We can’t resist quoting what the author has quoted from the translators of the King James Bible (1611) about the savagery of public comment if you put anything noteworthy before the public at all: ‘Whosoever attempteth any thing for the public…the same setteth himself upon a stage to be gloated upon by every evil eye, yea, he casteth himself headlong upon pikes, to be gored by every sharp tongue.’