| Bill |
| |
| Clause 1 | Several minor suggested improvements [Chethams ]
|
| |
| Clause 4(2) | Subsection felt to be unnecessary [ Jordans]
|
| |
| Clause 6(1) | Desirability of phrase putting beyond doubt the changes to joint and several liability within a partnership intended by the Bill [Law Society]
|
| |
| Clause 6(3) | Limitations placed on rights of legal representatives of various classes of former members seem unduly harsh [Law Society et al]
|
| |
| Clause 7(1) | Specific exclusion of one member acting as agent for the others unless in an agreement [Law Society]
|
| |
| Clause 7(2) | Remove " accordingly" [Blackett-Ord] ; problems of "undisclosed principal" issue common in partnership law not solved , absence of specific reference to sections 10 and 11 of the 1890 Act [Professor Morse]
|
| |
| Clause 7(3) | Concerns over issue of constructive notice of a member ceasing to be a member and preference for scheme as in explanatory notes [ Morse, Blackett-Ord, Banks etc]
|
| |
| Regulations
|
| |
| 1.2.2(a) | Other names should also be sought [ICSA]
|
| |
| 3 | Provision for electronic filing [ICAS]
|
| |
| Possibility of address of registered office to be on incorporation document [Jordans]
|
| |
| |
| |
| |
| Schedule 2
|
| |
| ACCOUNTS AND AUDIT
|
| |
| s225 | LLP and extension of accounting reference period twice in five years, as for a company [Ernst & Young, 3.6.1]
|
| |
| s226 | Need for amendment to reflect partnership annuities paid in practice as a first charge [KPMG, 6.10]
|
| |
| s227-8 | The obligation on an LLP to prepare consolidated accounts, without exemption if a subsidiary of an EC parent as given to companies: 1998 White Paper (VI, 23) proposed not to provide relief initially, subject to review if need emerges [LS, 4.3: E&Y, 3.6.2: PWC, A8: ICAEW, C5]
|
| |
| s233 | General agreement that accounts could best be approved by either a minority of members or, preferably, the designated members [eg Banks: ICAEW: APP: LS etc]
|
| |
| s235 | (i) Reference to qualification to audit a "public" company criticised as inappropriate and inaccurate [ACCA, 4.2: LSCA, 7.2]
|
| |
| (ii) Consensus that the auditor should report to the members of the LLP.
|
| |
| S238 | Desirability of circulation of accounts to members and others [ACCA, part 5: KPMG, 6.7]
|
| |
| s244 | Period of 10 months for delivery of accounts (as for private company) seen as too long [Prudential: ICAS, 2.4]
|
| |
| s245B | Doubts over operability of revision of defective accounts procedures [APP, 2(d)(iii): E&Y, 3.5.2]
|
| |
| s250 | Question over disapplication of accounting exemption for dormant companies [ACCA, 4.3]
|
| |
| Sched 4 | Disapplication of paragraphs 25, 27 and 28 prohibits use of averaged cost basis for tabgible assets [E&Y, 3.6.3: LCSA, 9]
|
| |
| Sched 5 | Query at exemption of LLPs from identification of parent company and others [E&Y, 3.5.3] Some latitude should be allowed on the permitted form of accounts and allowance made for non - professional services, eg raw materials [E&Y, 3.5.4: KPMG, 6.13: Grant Thornton]
|
| |
| Schedule 3
|
| |
| COMPANIES ACT APPLICATION
|
| |
| s32 | Absence of application of rules on misleading names [LCSA, App, 2]
|
| |
| s36 et seq | Uncertainty as to intention as to whether LLP should have common seal and over power to execute deeds etc [APP, 3(b)(i): LS, Sch 3,(iii): E&Y, 4.4.1]
|
| |
| s42 | Effect of application of the provisions [APP, 3(b)(i)]
|
| |
| s363-4 | Clarification of relationship with Regulation 4.2 [E&Y, 4.1]
|
| |
| s401 | Omission of duty to keep register of charges [APP, 3(b)(vi): E&Y, 4.5.2]
|
| |
| ss431et seq | Opposition to give power to minority of LLP members to apply to Secretary of State to investigate the affairs of an LLP, parallel to similar powers in relatio to companies: limitations proposed [APP, 3(b)(vii): E&Y, 4.2.2 & 3: PWC, A, 10]
|
| |
| ss459 - 61 | Application of minority protection regime criticised as running against partnership agreement primacy [Banks, 3.5: Morse (II, 14), 3: Blackett- Ord (II, 21), E: E&Y, 4.2.1: PWC, 12-13: KPMG, 6.20]
|
| |
| ss651 - 8 | Objection to undue interference with decisions of LLP on dissolution, and to property in dissolved LLP becoming bona vacantia [APP, 3(b)(xi): E&Y, 4.2.4 & 4.3.1-2: KPMG, 6.2.1]
|
| |
| s741 | Query over apparent intention to give "salaried partner" or manager liabilities and duties of an LLP member [APP, 3.b.xiii: : KPMG, 6.22]
|
| |
| s744 | Criticism of clarity of relationship with regulations [APP, 3.b.xiii: E&Y, 4.1]
|
| |
| Schedule 4
|
| |
| INSOLVENCY PROVISIONS
|
| |
| s4 | Conduct of meeting on voluntary arrangement to be left to Partnership Agreement [APP, 4c]: and proposal for period after conclusion of creditors' meeting for LLP to accept proposal [PWC, 14: E&Y, 5.5.2]
|
| |
| s74 | Doubt over apparent option of an LLP member not to contribute to assets on winding up [ACAS, 1.2]: query over need for provision to catch non - member "salaried partner" [APP, 4(c): Banks, 2.3, 2.6]
|
| |
| ss84 et seq | Members rather than LLP to determine on winding up [Banks, 3.6]
|
| Quorum for voluntary winding up and other meetings to be left to Partnership Agreement [E&Y, 5.4: APP, 4.c]
|
| |
| s111s122s124 | Provisions in insolvency designed to protect shareholders need not be applied [E&Y, 5.1: APP, 4.c]
|
| |
| s183 s184 | Restoration of provision in Act relating to creditor with notice of a proposed voluntary winding - up [E&Y, 5.7]
|
