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Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...

Key IP considerations in vertical agreements—checklist

Key IP considerations in vertical agreements—checklist This Checklist focuses on the IP aspects of vertical agreements. It covers the key competition law considerations and considers the following issues: the parties to and structure of vertical agreements, identifying the IP, the scope of the licence, restricting the use of the IP, IP ownership, third-party IP, protection of licensor’s IP and warranties and indemnities. On 10 May 2022, the European Commission adopted the EU Vertical Restraints Block Exemption, Regulation (EU) 2022/720 (EU VBER) and Vertical Guidelines. EU VBER entered into force on 1 June 2022 and will expire on 31 May 2034. See Practice Note: The Vertical Block Exemption Regulation 2022/720. On 9 May 2022, the UK government laid before Parliament the Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (UK VABEO), SI 2022/516. The UK VABEO replaced the UK Retained VBER on 1 June 2022 and will expire on 1 June 2028. See Practice Note: The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022. Both the UK and EU regime...

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Passing off—flowchart

Passing off—flowchart Passing off action Passing off is a common law action that is used to protect unregistered trade mark rights in the UK. The stages of the Flowchart cover establishing a claim for passing off covering: • the three essential elements of goodwill, misrepresentation, and damage • sending a letter of claim, issuing proceedings and applying for an injunction • commencing proceedings in the general Intellectual Property List or the Intellectual Property Enterprise Court sub-list in the Business and Property Court, in the Chancery Division at the High Court • case management including allocation, the case management conference and directions • disclosure and evidence including inspection, additional disclosure and survey evidence • trial preparation and post-trial activities such as election between damages or an account of profits • applications to appeal Stage 1—preparing to bring a claim and pre-action matters Claim preparation and pre-action matters—Practice Notes • Passing off—goodwill, misrepresentation and damage • Trade mark and passing off disputes—a practical guide • How to run an IP dispute...

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Social media and user-generated content

Social media and user-generated content This Practice Note examines some of the key risks associated with a brand’s usage of social media and user-generated content (UGC). Its particular focus is on the potential infringement of third party rights, such as intellectual property (IP). It provides practical guidance on how parties engaged in such activities can mitigate those risks. Social media Social media is an extremely popular means of communicating online. Based on user participation and interaction, social media takes a variety of forms, including: • online social and business networking (eg Facebook, LinkedIn, Snapchat, Instagram) • online blogs (eg Twitter (now X), Blogger.com) • online forums (eg Mumsnet, Reddit) • online shops and auctions (eg eBay, Amazon) • online digital media sharing (eg YouTube, Vimeo, Flickr, TikTok) • online reference texts (eg Wikipedia) • online games and applications (eg World of Warcraft) User-generated content Increasingly, businesses are encouraging consumers to contribute material to social media platforms and are incorporating these contributions into consumer-focused advertising and marketing campaigns. Often, this might...

Pay and wages

Pay and wages This Practice Note examines the nature of pay, including the employer’s duty to pay wages or salary, the ‘work/wages bargain’ and the effect of factors such as sickness, unwillingness to work and absence from work for other reasons. It considers how the amount of wages is regulated and outlines an employee’s right to an itemised pay statement and remedies where there is a failure to pay wages. Interaction of common law and statutory rights The essence of employment is pay in return for work; the employer's obligation to provide consideration for the individual’s work and skill in the form or a wage or other remuneration is generally regarded as a fundamental ingredient of a contract of employment, as set out in Ready-Mixed Concrete (see Practice Note: Employee status—Determining whether an individual is an employee: overview). Duty to pay wages There is a duty to pay wages whenever an employee is ready, willing and able to work. For more detailed information on how this...

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Licence to use photographs

Licence to use photographs This Agreement is made on [insert date] (the Commencement Date) between the following parties (each a party and together the parties): Parties 1 [insert licensor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensor’); and 2 [insert licensee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensee’). Background (A) Licensor is the proprietor of the Photographic Works. (B) Licensor wishes to license the Photographic Works to Licensee and Licensee wishes to receive the same on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 Definitions In this Agreement: Affiliate • means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity; Control • means that a person owns directly or indirectly more than 50% of...

Board minutes—private M&A—asset purchase—completion—seller

Board minutes—private M&A—asset purchase—completion—seller Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the `Meeting) of [insert company name] [Limited OR PLC] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair reported that due...

View the related q&as about Goodwill

Can a commercial agent agree to a reduced notice period to that specified under the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 and is the commercial agent able to waive its right to an indemnity or compensation on termination?

Can a commercial agent agree to a reduced notice period to that specified under the Commercial Agents (Council Directive) Regulations 1993, SI 1993/3053 and is the commercial agent able to waive its right to an indemnity or compensation on termination? The commercial agents regulations The Commercial Agents (Council Directive) Regulations 1993 (Commercial Agents Regulations 1993), SI 1993/3053 impose various terms on the relationship between principal and commercial agent, many of which the parties may not exclude by contract. In particular, they normally entitle the agent to a payment on termination of the agency arrangement. See Practice Note: Termination of agency. The Commercial Agents Regulations 1993, SI 1993/3053 apply only to the relationship between the principal and the commercial agent. The common law on agency continues to apply where not inconsistent with Commercial Agents Regulations 1993, SI 1993/3053. See: Agency—overview. Commercial Agents Regulation 1993, SI 1993/3053, reg 15 sets out the minimum period of notice required for termination of an agency contract. Commercial Agents Regulation 1993, SI 1993/3053,...

What protection is available to a seller where a buyer fails to perform its deferred consideration payment obligations under a sale agreement?

What protection is available to a seller where a buyer fails to perform its deferred consideration payment obligations under a sale agreement? This scenario reflects a common concern for sellers negotiating/agreeing an Asset Purchase Agreement (APA) or Share Purchase Agreement (SPA), in terms of how a seller can protect its interest and right to receive deferred consideration payments. Typically, in an APA or SPA, a seller may protect the goodwill of the business and its right to receive deferred consideration payments by taking a form of security, eg security over all or part of the buyer’s assets which may include the target business assets. Security can take a number of different forms and for more information on the types of security and advantages of taking security, see Practice Note: Types of security. In the context of the described, a common method of securing the buyer’s obligations in an APA or SPA is for a seller to obtain a guarantee of the buyer’s obligations under the APA or...

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Tax weekly highlights—12 June 2025

This week's edition of Tax weekly highlights includes: (1) the publication of the government’s response to the consultation on the tax treatment of carried interest, (2) the impact of the Spending Review on HMRC, (3) an update to the FTT’s guidance on oral evidence from abroad and (4) HMRC’s update on capital allowances areas of uncertainty.

Corporate Crime weekly highlights—12 June 2025

This week's edition of Corporate Crime weekly highlights includes analysis of the DOJ’s new guidelines for FCPA investigations and enforcement actions, of the recent Supreme Court ruling on how much consideration should be given to early release provisions in extradition cases, of the resilience of public sector digital infrastructure and the broader implications of cybercrime following the Legal Aid Agency data breach, and of lessons to be learnt following the recent conviction of an art dealer for failing to comply with reporting obligations under the Terrorism Act 2000. Also included is news of the new Investigatory Powers Act codes of practice coming into force, of the ban on bonus payments to senior executives at six water companies, and of the first crypto specialist appointed by the Insolvency Service to assist with digital asset recovery in criminal cases. All this, and more, in this week’s Corporate Crime highlights.