9. Limited Partnerships

2015 ◽  
Author(s):  
Geoffrey Morse
Keyword(s):  
Limited Liability ◽  
Regulatory Reform ◽  
Business Enterprise ◽  
Limited Partnership ◽  
The Law ◽  
Limited Partnerships

This chapter considers the origins and development of a limited partnership, created under the Limited Partnerships Act 1907 (LPA). The intention behind the 1907 Act was to allow the partnership form to be used by those who simply wanted to invest in a business under the protection of limited liability (up to the amount invested) for the debts of the firm. The partners (known as general partners) who ran the business would have no such protection. The chapter first examines the rights and duties of limited partners under the LPA and how these vary from general partnership law. It also looks into proposed changes made by the then Department for Business, Enterprise and Regulatory Reform regarding the law on limited partnerships.

PARTNERS’ OF A LIMITED PARTNERSHIP LEGAL POSITION

2018 ◽  
Vol 31 (31) ◽  
pp. 63-80
Author(s):  
Klaudia Grzebiela
Keyword(s):  
Limited Liability ◽  
Common Type ◽  
Legal Person ◽  
Limited Liability Company ◽  
Legal Form ◽  
Limited Partnership ◽  
Legal Nature ◽  
Legal Position ◽  
Limited Partnerships

The main purpose of this article is to present the role and position of partners in a limited partnership. The growing interest in choosing this organizational and legal form is due to its specificity. A limited partnership allows shaping the rights and obligations of the company’s partners, who are divided into two groups: general partners and limited partners. The reason for different legal nature of these entities who are relative to each other should be noticed. Furthermore their liability for the company’s liabilities is shaped differently, as well as the issue of running company’s affairs and its representation. Currently a common type of limited partnership called Limited Liability Limited Partnerships (LLLP), wherein Limited Liability Company as a legal person becomes the general partner. This legal solution is beneficial for its partners. In doctrine is considered as an atypical legal company.

Partnership and LLP Law

2017 ◽  
Author(s):  
Geoffrey Morse
Keyword(s):  
Common Law ◽  
Limited Liability ◽  
Access To Information ◽  
Distinct Area ◽  
Recent Developments ◽  
The Law ◽  
Partnership Agreement ◽  
Limited Partnerships

Partnership and LLP Law, which is now in its eight edition, covers the essential principles of both partnership law and the law relating to limited liability partnerships. In addition to explaining established principles it explores the unresolved issues in partnership law, including fixed share partnerships and whether partners can be workers, dissolution by acceptance of repudiatory breach, abandonment and mutuality, liability for equitable wrongs, the authority of a partner winding up a partnership, and the availability of equitable or common law remedies for breaches of the partnership agreement. The new edition includes a greatly expanded analysis of limited liability partnerships signifying the growth in importance of this type of entity and the development of a distinct area of law. LLP law is still evolving and combines both corporate and partnership elements which creates legal and practical difficulties. The book considers and provides answers to these problems. It analyses for example, the question as to whether a person can be both a member and an employee of an LLP. Limited partnerships are also considered in detail in response to their recent revival as investment vehicles and recent developments on access to information and derivative actions by limited partners.

scholarly journals The Control Test of Investor Laibility in Limited Partnerships

1969 ◽  
pp. 303 ◽  
Author(s):  
Robert D. Flannigan
Keyword(s):  
Limited Liability ◽  
Control Test ◽  
Limited Partnership ◽  
Limited Partnerships

Limited liability for investors is a major attraction of the limited partnership. The retention of this limited liability depends on the extent of the rights and powers exercised by the limited partners. Limited liability is lost if the limited partners exercise control over the enterprise in which they have invested. Unfortunately, the determination of what activities amount to "control" has proved to be a very difficult matter. Guidelines have not been established and much uncertainty exists.

9. Limited Partnerships

2020 ◽  
pp. 299-314
Author(s):  
Geoffrey Morse ◽  
Thomas Braithwaite
Keyword(s):  
Financial Constraints ◽  
Rapid Rise ◽  
Limited Partnership ◽  
Recent Reform ◽  
White List ◽  
The Creation ◽  
The Law ◽  
Limited Partnerships ◽  
The Relationship

This chapter concerns the rapidly development of the law relating to limited partnerships under the Limited Partnerships Act 1907 (as amended).. It follows the recent rapid rise in the number of such firms on both sides of the border and the recent reform of the law, including the creation of the private fund limited partnerships(PFLPs). For non PFLPs it details the rules relating to formation, the liability of a limited partner and the modifications of partnership law, including non-interference in management and financial constraints. The relationship between the general and limited partners as to provision of information and derivative actions are set out. With regard to PFLPs, the differences from non PFLPs as to registration, interference in management (the white list), capital contributions, duties of limited partners and winding up are covered. Finally, the chapter considers the proposed (2019) further reforms to counter abuse of the limited partnership form in financial frauds.

scholarly journals Limited Partnerships in the Alberta Oil and Gas Industry

1978 ◽  
Vol 16 (2) ◽  
pp. 153
Author(s):  
R. G. Powers
Keyword(s):  
Joint Venture ◽  
Oil And Gas ◽  
Oil And Gas Industry ◽  
Gas Industry ◽  
Limited Partnership ◽  
The Law ◽  
Partnership Agreement ◽  
Limited Partnerships

Limited partnerships, as financing vehicle in the oil and gas industry, are gaining popularity. This paper reviews the law relating to limited partnerships in Alberta, emphasizing those problems of particular significance in the formation of such partnership for participation in the oil and gas business. Relevant provincial and federal statutory provisions are considered, and draft Partnership Agreement is set out. The author also highlights the distinctions between the limited partnership, joint venture, and operating agreement.

scholarly journals Problems Related to the Registration in Western Canada of Foreign Limited Partnerships and the Ownership by Such Partnerships of Interests in Oil and Gas Leases Issued Pursuant to Section 55 of the Canada Oil and Gas Land Regulations

1972 ◽  
Vol 10 (3) ◽  
pp. 477
Author(s):  
John H. W. Rathwell
Keyword(s):  
United States ◽  
Oil And Gas ◽  
Limited Liability ◽  
The United States ◽  
Common Method ◽  
Western Canada ◽  
Limited Partnership ◽  
Exploration And Production ◽  
Limited Partnerships

This article analyzes the practical problems of the drilling fund—which is becoming an increasingly common method of obtaining financing for the exploration and production of oil and gas. The article discusses whether or not it is necessary to register limited partnership drilling fund formed in the United States under the legislation of Canadian oil and gas jurisdictions, the ability of such limited partnership to carry on business in these jurisdic tions without jeopardizing the limited liability of its limited partners, the number of members that the drilling fund partnerships may have and the name that it may use under the said legislation. The article also considers whether or not drilling fund qualifies under Section 55 of the Canada Oil and Gas Land Regulations.

The Law of Limited Liability Partnerships

2021 ◽  
Author(s):  
John Whittaker ◽  
General Editor John Machell
Keyword(s):  
Limited Liability ◽  
The Law

scholarly journals Kepastian Hukum Pendaftaran Persekutuan Komanditer Pada Sistem Administrasi Badan Usaha

Acta Comitas ◽  
2020 ◽  
Vol 5 (3) ◽  
pp. 536
Author(s):  
Dentria Cahya Sudarsa ◽  
I Wayan Parsa
Keyword(s):  
Business Administration ◽  
Legal Certainty ◽  
Legal Research ◽  
Administration System ◽  
Limited Partnership ◽  
Trade Law ◽  
General Law ◽  
Civil Union ◽  
Limited Partnerships ◽  
Article 5

The writing of this article is based on the issuance of new regulations regarding the establishment and registration of limited partnership / CV in the business administration system (SABU) in accordance with the provisions of Article 5 paragraph (1) Regulation of the Minister of Law and Human Rights Number 17 of 2018 concerning Registration of Limited Partnerships, Firms, and the Civil Union which previously was only regulated in the Trade Law Book. Type of research used in this article is normative legal research. The purpose of this article is to determine the mechanism and legal certainty in the registration of the Limited Partnership after the enactment of business administration system. The results of the research and writing of this article are that there is an overlap in the registration mechanism for the Limited Partnership based on these two rules, it can be concluded that due to the provisions in KUHD and Minister Regulation No. 17 of 2018 both are still valid, the principle of legal preference can be used, namely lex specialis derogat legi lex generalis, means that a more specific law can override a more general law. The advice that can be given is to conduct a study of the enactment of the Minister Regulation whether to follow or not the provisions in the Trade Law Books due to avoid conflicting norms in the registration of a limited partnership.

scholarly journals Legal status of the company's share in own authorized capital under the Law of Ukraine “On limited and additional liability companies”: problems of legal regulation

2021 ◽  
Vol 11/1 (-) ◽  
pp. 31-36
Author(s):  
Volodymyr TSIUPRYK
Keyword(s):  
Legal Status ◽  
Limited Liability ◽  
General Meeting ◽  
Legal Regulation ◽  
Legal Nature ◽  
The Law ◽  
The Right ◽  
A Company ◽  
Authorized Capital ◽  
A Share

Introduction. Nowadays, the issue of determining the legal status of the company's share in the own authorized capital of LLC and TDV has become quite acute, as evidenced by the adoption on July 28, 2021 by the Commercial Court of Cassation in Case № 904/1112/20, in which the Court established a new approach legal nature of such a phenomenon and expressed his own position on the understanding of the legislation concerning the legal status of the share of LLC and TDV in its own authorized capital. Given that a limited liability company is the most popular type of legal entity that is chosen to conduct business in Ukraine, the analysis of this issue is relevant. Some scientific value for the development of the transfer of the participant's share are the works of individual authors devoted to the study of the legal nature of the share in the authorized capital but the problems arising around the legal status of the company. in their own authorized capital in these works were only mentioned along with others, but did not receive a detailed separate study. The purpose of the paper is to analyze the normative regulation of the legal status of the company's share in the own authorized capital of LLCs and ALCs, identification of shortcomings in their legal regulation and implementation, as well as the search for ways to eliminate them. Results. One of the most relevant decisions concerning the subject of this article is the Judgment of the Commercial Court of Cassation in case № 904/1112/20 of July 28, 2021. The court in this case found that the votes attributable to the share belonging to the company itself are not taken into account when determining the results of voting at the general meeting of participants on any issues. However, Ukrainian legislation does not contain any direct norms that would prohibit the exercise of the right to manage a company in relation to itself on the basis of a share in its own authorized capital. That is why the company cannot be a participant in relation to itself, although they seem logical, but do not have sufficient regulatory support, and therefore do not allow to be firmly convinced of their compliance with the law. In view of this, it can be stated that there is a significant gap in the national legislation on this issue, which, in our opinion, the Court failed to “fill” with this decision in the case. Conclusion. In the Ukrainian legislation at the level of the Law of Ukraine “On Limited and Additional Liability Companies” Article 25 defines the possibility for a company to acquire a share in its own authorized capital. However, the regulation of the legal status of such a share cannot be called sufficient, due to which in practice there are certain problems in the implementation of the provisions of the legislation concerning the share of the company in its own authorized capital. The solution of these legal problems is necessary to ensure the highest quality and clarity of the law, as well as to form case law with common approaches to understanding a single rule.

Enthaftung durch Zustimmung

2021 ◽  
Author(s):  
Liska Müßig
Keyword(s):  
Limited Liability ◽  
Board Members ◽  
Legal Certainty ◽  
German Stock ◽  
The Law ◽  
Stock Corporation

Can board members and managing directors effectively exempt themselves from liability by having the shareholders approve the act in advance? The work is intended to contribute to more legal certainty in dealing with “exclusion of liability”. While the exculpatory effect of consent is recognised in principle, the details of conditions and limits are still controversial. The author discusses important issues in connection with the provision on exclusion of liability of Section 93 (4) sentence 1 of the German Stock Corporation Act. In the absence of a corresponding provision in the law governing limited liability companies, the author subsequently examines the extent to which the results obtained can be applied to limited liability companies.

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