LPC Notes BLP Procedure Plans (High Distinction) 2023 BPP, ULaw 2023 update

LPC Notes BLP Procedure Plans (High Distinction) 2023 BPP, ULaw 2023 update BLP – All chapters – Revision notes | Page 1 of 58 Notes on BLP Procedure plans for the LPC at BPP University. While original prepared for BPP University students, some of my friends have used these notes to prepare for their exams at Ulaw and City University and achieved a distinction. These notes only contain procedure plans, if you are interested in BLP revision notes, I have separate notes for that. Why to waste money on notes that simply replicate the materials you receive in class? These Revision notes have been restructured and optimised for exams. I have spent months simplifying the material to make sure that they are easy to understand using a structured step-by-step guide and clear table formats. These notes are as concise as they can possibly be to make studying for exams quicker while summarising all SGS course content so you don't have to when you are already pressed for time. You will also find these notes extremely helpful when you begin your term - you can use them as a guide so you know which points to focus on before you even begin. WS1 - PARTNERSHIPS AND OTHER BUSINESS MEDIA PARTNERSHIPS: What is a partnership? s.1(1) Partnership Act 1890 Partnership = persons carrying on business with a view to profit. – May form a partnership irrespective of contrary intention. A partnership is formed once the definition is satisfied, not when a decision to form a partnership is made. Existence of partnerships: s.1(1) PA 1890 No formality is needed to establish a partnership so a partnership can be formed without the specific intent of the parties to form one. s.2(3) PA 1890 Profit sharing is prima facie evidence of a partnership. The partners will carry on business in common: This means that they will share responsibility for the business and all decisions that affect it. No separate legal identity: The partnership is unable to own property or enter into contracts. Instead, it is the individual partners who will sue, own property jointly, and enter into contracts jointly. If partnership goes insolvent, creditors can enforce debt against the partners personally. How to avoid entering into a partnership? - Avoid merging your business - If the business is a Joint Venture: All members will retain legal and beneficial ownership of their assets. Exclude the JV being a partnership in the JV contract. - Instead of sharing profit, share gross returns - Make sure you regulate your venture with a written agreement Characteristics of a partnership: s.2 PA 1890 Badges of a partnership: - Profit sharing - Mutual decision-making powers - Right of all partners to examine accounts and veto the introduction of new partners - Sharing responsibility of loss of business Key considerations: Tax transparency - Allows for a high degree of confidentiality - Min 2 people needed - PA 1890 does not distinguish between actual and legal persons, so a company could be a partner. Care needed: - If no Partnership Agreement, PA 1890 default provisions (also known as fall-back provisions) will apply. Default provisions are disadvantageous and must set up a Partnership Agreement. - Very easy to create unintentionally - Unlimited joint liability - s.5 PA 1890 Each partner is an agent of the firm and will bind the firm and other partners by contracting with third parties. - s.6 PA 1890 The firm will be bound by the actions of anyone authorised to act on the firm’s behalf. - s.30 PA 1890 All partners share a fiduciary relationship and have a duty not to compete with the firm by carrying out a similar business without the permission of the other partners Advantages: - it costs nothing to create a partnership. - May start as partnership before converting to limited company - Many partnerships are professional partnerships such as lawyers, accountants, surveyors and architects. - Cheaper administrative costs as no need to file profits - Tax transparency – taxes flow through to the partners Formalities required for partnerships: Formalities: 1. Requirements on naming the partnership 2. No limitation on size 3. s.1203 CA 2006 Partnership may include a statement on stationery listing all partners. 4. Partners must pay income tax, VAT and NI 5. Must notify HMRC of the partners’ identity Partners’ responsibilities: Utmost good faith – s.28-30 PA 1980:  Partners must divulge to one another all relevant info connected with the business and their relationship.  they must be prepared to share with their fellow partners any profit or benefit they receive that is connected with or derived from the partnership, the business or its property without the consent of the other partners; and  they must be prepared to share with their fellow partners any profits they make from carrying on a competing business without the consent of the other partners. Responsibilities implied by the act – s.24(1)-(2) PA 1980:  The responsibility for bearing a share of any loss made by the business.  The obligation as a firm to indemnify fellow partners against bearing more than their share of any liability or expense connected with the busines