How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask UKSolicitorJA Your Own Question

UKSolicitorJA
UKSolicitorJA, Solicitor
Category: Law
Satisfied Customers: 4312
Experience:  English solicitor with over 12 years experience
62162956
Type Your Law Question Here...
UKSolicitorJA is online now

My daughter is part of a 3 person LLP which provides sporting

Resolved Question:

My daughter is part of a 3 person LLP which provides sporting training holidays in the Algarve and in the UK. The company is about 4 years old and she has been a 13% share holder 2 years (after investing £15,000 which we can effectively write off now). The company has never made a profit and she has drawn about £2500 in total over the time she has worked with them.
The relationship has broken down and she is the subject of severe pressure (possibly bullying) from the major shareholder. She wants to get out now. The LLP agreement they have states a 6 month notice contract.
Can she walk out now?
She has been threatened with a 'Bad Leaver' notice and is concerned this will affect her future ability to get a job or be a director in any new company. Is this a true concern?
I'm concerned mental and physical well being at the hands of the major shareholder. How can she limit her liability to any debt? If the company incurs more debt over the next 6 months how can she prevent being liable ? The third member of the partnership is the fiancée of the major shareholder.
Submitted: 1 year ago.
Category: Law
Expert:  UKSolicitorJA replied 1 year ago.
,

Does her partnership agreement say that she needs to give 6 months notice to retire?
Customer: replied 1 year ago.

Yes.

Do you want me to send you a copy of the original agrrement?

Will it be secure and confidential to do so?

Expert:  UKSolicitorJA replied 1 year ago.
This is a public form. Please do not send the original agreement if you wish to keep it confidential.
Customer: replied 1 year ago.

OK I won't send it but the relevant section is;


1. Retirement and death

1.1 Any Member may retire from the LLP by giving not less than 6 months' written notice to the LLP of his intention to retire from the LLP and the date of expiration of that notice is his Leaving Date.


1.2 A Member is deemed to retire from the LLP:


(a) on the Accounting Reference Date next following the birthday on which he attains the age of 65 (or if before that birthday the LLP has agreed with the Member in question to substitute a later birthday, then on the last day of the Accounting Reference Date next following that birthday); and


(b) immediately if the LLP serves written notice on him requiring him to retire as a Member after the court has made an order or appointed a deputy under section 16 of the Mental Capacity Act 2005.


1.3 A Designated Member may resign his designation by giving 3 months' written notice to the LLP and on expiration of that notice he continues as a Member of the LLP but his designation as a Designated Member terminates, except that, where his resignation would reduce the number of Designated Members of the LLP to one, his notice does not take effect until the Members appoint a new Designated Member.


1.4 Where a person dies while he is a Member, his Leaving Date is the date of his death.

Expert:  UKSolicitorJA replied 1 year ago.
Assuming that she is not a Designated Member, It seems that she must give 6 months notice of retirement before she may leave the partnership, otherwise she will be in breach of contract.

She may walk out now without giving the 6 months notice but she may face a breach of contract claim from the other two members.

Her personal liability is limited to the sum, if any, which she agreed with the other members to be liable for on the winding up of the LLP. The LLP is a separate legal entity from her and she would not be personally liable debts of the LLP save as what she agreed her liability would be in the event of winding up.

Hope this helps
UKSolicitorJA, Solicitor
Category: Law
Satisfied Customers: 4312
Experience: English solicitor with over 12 years experience
UKSolicitorJA and other Law Specialists are ready to help you

What Customers are Saying:

 
 
 
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
< Previous | Next >
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
  • A quick response, a succinct and helpful answer in simple English. I believe I can now confront the counter party with confidence -- worth the 30 bucks! Rick
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C.
  • This expert is wonderful. They truly know what they are talking about, and they actually care about you. They really helped put my nerves at ease. Thank you so much!!!! Alex
  • Thank you for all your help. It is nice to know that this service is here for people like myself, who need answers fast and are not sure who to consult. GP
  • I couldn't be more satisfied! This is the site I will always come to when I need a second opinion. Justin
  • Just let me say that this encounter has been entirely professional and most helpful. I liked that I could ask additional questions and get answered in a very short turn around. Esther
 
 
 

Meet The Experts:

 
 
 
  • Jo C.

    Jo C.

    Barrister

    Satisfied Customers:

    30316
    Over 5 years in practice
< Previous | Next >
  • http://ww2.justanswer.com/uploads/EM/emus/2015-7-7_192327_bigstockportraitofconfidentfemale.64x64.jpg Jo C.'s Avatar

    Jo C.

    Barrister

    Satisfied Customers:

    30316
    Over 5 years in practice
  • http://ww2.justanswer.com/uploads/BE/benjones/2015-12-1_0437_ennew.64x64.jpg Ben Jones's Avatar

    Ben Jones

    UK Lawyer

    Satisfied Customers:

    11553
    Qualified Solicitor - Please start your question with 'For Ben Jones'
  • http://ww2.justanswer.com/uploads/BU/Buachaill/2012-5-25_211156_barrister5.64x64.jpg Buachaill's Avatar

    Buachaill

    Barrister

    Satisfied Customers:

    1754
    Barrister 17 years experience
  • http://ww2.justanswer.com/uploads/JO/jojobi/2013-3-19_0265_maxlowryphoto.64x64.jpg Max Lowry's Avatar

    Max Lowry

    Advocate

    Satisfied Customers:

    894
    LLB, 10 years post qualification experience
  • http://ww2.justanswer.com/uploads/UK/UKLawyer/2012-4-12_9849_F2.64x64.jpg UK_Lawyer's Avatar

    UK_Lawyer

    Solicitor

    Satisfied Customers:

    750
    I am a qualified solicitor and an expert in UK law.
  • http://ww2.justanswer.com/uploads/KA/Kasare/kasare.64x64.jpg Kasare's Avatar

    Kasare

    Solicitor

    Satisfied Customers:

    402
    Solicitor, 10 yrs plus experience in civil litigation, employment and family law
  • http://ww2.justanswer.com/uploads/OS/osh/2015-7-7_19268_gettyimagesb.64x64.jpg Joshua's Avatar

    Joshua

    Lawyer

    Satisfied Customers:

    8199
    LL.B (Hons), Higher Prof. Dip. Law & Practice