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Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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We are a business we recently changed business entity

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We are a business we recently changed business entity from a partnership to a limited business.
We took out some advertising as a partnership which has given us no return and they have just sent us an invoice for a new 2 year contract as it is a rolling contract but neither myself or business partner were aware of this.
My question is do we have to pay this or because we have changed name to a limited company does this make the contract void.
Many thanks
Hello my name is ***** ***** I will help you with this.
Did their terms say it was a rolling contract please?
Customer: replied 2 years ago.
Then its bad news I am afraid. As a partnership you are still liable. This is because you signed the terms and conditions as a partnership and unless there are new contracts for the Limited company the partnership is liable.
You can't say you didnt know about the terms because you didnt read them - sadly that is not a defence as you are in business and expected to have an attention to detail.
I am sorry if this is not the answer you want and certainly not the one I want to give you, but I have a duty to be honest.
Can I clarify anything for you about this today please?
Customer: replied 2 years ago.
But when the company has changed from a partnership to a limited company then surely the partnership is no longer?
The partnership exists until it is dissolved. Even then you are joint and severally liable for any debts that belonged or belong to that partnership personally.
I am sorry.
Customer: replied 2 years ago.
ok sorry to sound stupid but the company became limited in march this year, we was under the illusion that meant the partnership was dissolved when it was finalised then?
Even if it was dissolved the partners are still personally liable for any debts.
Does that clarify?
Customer: replied 2 years ago.
ok thank you .
There needs to be a notice of dissolution and formal dissolving.
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