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LLPs & LLP Conversions

Our cross-departmental team of corporate, employment and funds specialists has significant experience and specialist expertise advising LLPs and their members. The depth and breadth of the team's experience means that we are often able to provide a new perspective on matters. Advising both LLPs and their members means we regularly present arguments from opposite sides of the table, enabling us to rapidly identify the key commercial issues and quickly resolve ancillary matters.

Working alongside our clients as part of a dedicated project team, we are able to guide businesses through a time and tax efficient incorporation and/or conversion process with minimal business disruption. LLPs are particularly popular within the financial services sector, and our own in-house banking and regulatory expertise, and close working relationships with compliance consultants, means we can provide a comprehensive, tailored and cost-effective service to FCA regulated businesses looking to utilise this structure.

The team regularly advises on:

  • the set up and formation of LLPs
  • LLP conversions
  • the rights and duties of members
  • partner hires, disputes and departures (including profit share and tax aspects)
  • business protection and team moves
  • partnership / LLP tax
  • discrimination issues and claims.

Examples of our work include:

  • Defending a private equity house against whistleblowing allegations by an LLP member: achieving a commercial settlement which preserved our client’s reputation.
  • Advising LLPs on the tax status of their members following HMRC changes in April 2014 and changes to their remuneration and management structure.
  • Assisting with employment/consultation/LLP deed provisions on conversion of brokers business to LLP status. Devising a business driven strategy for the effective conversion to LLP status including the approach taken to the client's obligations under TUPE, addressing employee/member concerns and advising on business protection provisions of both the LLP deed and new employment contracts.
  • Advising on expulsion of partner in material breach of LLP deed and preparation of settlement agreement. Involving advising on strategy in relation to the suspension/expulsion of the partner, the impact of certain regulatory, insurance and professional conduct issues and terms of the settlement agreement.
  • Acting for the Corporate and other members of an LLP in circumstances where the LLP and the majority of members sought to expel our clients. Matter to be resolved in negotiation against the backdrop of a threatened winding up petition and injunctive relief.
  • Fundamental redrafting of an LLP members agreement for a large professional practice.

Get in touch

Jane Amphlett

Jane Amphlett : Partner