LLPs and partnerships

Partnership structures have evolved significantly, and limited liability partnerships have become increasingly popular across a diverse range of business sectors. Offering flexibility, clarity, and tax efficiency, LLPs can be an attractive option for businesses and joint ventures seeking a balance between risk management and operational agility. However, navigating the complexities of establishing and managing an LLP or general partnership requires expert guidance to maximise benefits and mitigate potential risks.

Specialist legal and tax support for partnerships and LLPs throughout their lifecycle

Penningtons Manches Cooper’s experienced corporate team provides strategic advice tailored to your partnership needs, supporting your business at every stage of its development. We have extensive experience advising business owners on the use of partnerships, including LLPs. Our expertise in advising on all types of business structure helps us work with you to select the right approach for your business.

Our lawyers guide LLPs and general partnerships across a range of sectors on all areas of their businesses, leading clients through the process of forming or converting into an LLP, including preparing all necessary agreements. We also have experience of advising on the transition from general partnerships to LLPs, from LLPs to company structures, and the incorporation of LLPs in more complex group structures including the use of an LLP in joint venture structures.

Our corporate tax team has a deep knowledge of partnership taxation, allowing us to offer insightful guidance in this rapidly-changing and complex area. We help partnerships navigate evolving tax legislation, ensuring compliance while identifying opportunities for optimal tax efficiency.

The team has built a longstanding relationship with us which brings significant advantages: instructions are quick and seamless, and advice is tailored to our circumstances.

We also provide ongoing services to partnerships and LLPs and their members on all legal matters relating to the partnership. These include preparing and updating partnership/LLP agreements and advising on their terms, and advising on changes to the business structure, including admissions of new members and retirements of existing members.

Should disputes arise within a partnership, our dedicated dispute resolution specialists are adept at managing conflicts constructively, aiming for amicable and commercially-sensible outcomes. We also assist clients through the sensitive processes involved in partnership dissolution, protecting individual interests while maintaining operational continuity wherever possible.

How we help our clients

Incorporating LLPS

Structuring and formation of partnerships

Taxation of partnerships

Drafting and reviewing partnership agreements

Varying the terms of partnerships

Admitting new partners

Retiring or leaving partners

Conversions of companies and general partnerships to LLPS

Dissolving partnerships

Advising on M&A activities involving partnerships

They are an excellent firm with a hands-on and commercial focus which is important in corporate finance transactions. Always willing to help and provide constructive advice, they always go the extra mile.

Leading corporate practice with an international presence and strong cross-border capabilities.

Recent work highlights

Professional partnership reorganisation

Advising a professional partnership on its conversion to a limited liability partnership and the related transfer of part of the business to a new subsidiary of the limited liability partnership.

LLP to company restructuring

Acting for a food producer on its restructuring from an LLP to a company structure, including providing tax and legal structuring advice and dealing with the transfer of its business and assets.

LLP conversion and novations

Advising a general services sector partnership on its conversion to an LLP; the transfer of its business and assets including its service company subsidiary; the novations of its banking facilities; and the provision of new security.

Sale of LLP interests

Advising the members of Blue Commodities LLP on the sale of their interests in the LLP to Oil Brokerage Holdings Limited and OTC Europe Group Limited.

Acquisition of LLP interests

Advising the partners of Barnrook Sinclair, a UK accountancy business, on the acquisition of their interests by accounting, tax, and corporate finance firm Wilson Partners.