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Can someone with POA sign LLP accounts

Client wants someone with a power of attorney sign LLP accounts on behalf of the designated member?

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A prospective client is a LLP. The designated member has given someone POA and wants that person to sign the LLP accounts on their behalf. The designated member is of sound mind etc but is a very wealthy person (as are the other members) who has appointed the POA to manage his affairs. I just want to make sure my ducks are in a row before I apply any necessary pressure. 

For info purposes the LLP is not trading and only has one investment in a company. 

I have not come across this before so any guidance would be appreciated.

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By lesley.barnes
06th Jul 2020 15:53

What does the POA document say? Does it allow the person to act for your client whilst they are of sound mind? I've never heard of it but the answer might be in the court document.

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Replying to lesley.barnes:
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By exceljockey
06th Jul 2020 16:28

I have just reread the Power of Attorney document and it is actually the LLP itself that has given POA to an individual to act on its behalf. Its a general power of attorney and it doesn't specify any can do and can not do's.

Therefore based on this I am happy for the attorney to sign the accounts. But whose name do I put on the accounts? I presume his, but he is not listed on Companies House and therefore the accounts could be rejected.

I think he should be listed on Companies House as a PSC on the basis of 'exercises significant influence or control'?

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Replying to exceljockey:
By Tim Vane
06th Jul 2020 18:01

exceljockey wrote:

I have just reread the Power of Attorney document and it is actually the LLP itself that has given POA to an individual to act on its behalf. Its a general power of attorney and it doesn't specify any can do and can not do's.

An LLP cannot sign accounts, only a member can. My guess is that as the POA is not standing in place of a member, it cannot be used to sign the accounts. However, this is a question for the lawyers, not us accountants, and in this particular circumstance I would not act without legal advice (whether paid for directly by the client or paid by myself and included in my bill).

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By paul.benny
06th Jul 2020 18:02

The OP and the subsequent comment differ rather and I'm not quite convinced by either.

In company law, a company is a legal person that acts through its directors, who in turn may formally or informally delegate authority to employees (eg for purchasing). I'm not sure to what extent they can delegate their statutory duties and presumably the same is true of an LLP.

You might want to ask what would be the consequence for LLP, its members and the attorney if the attorney was in breach of or was negligent in carrying out their statutory duties.

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By exceljockey
06th Jul 2020 18:33

Thanks all for your responses. I think this is a client I may pass on as it is not worth the hassle.
As a matter of interest, if a LLP has only corporate members (not the case in my original question) i.e. two limited companies, does the person signing the LLP accounts need to be an officer of one of the limited companies?

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Replying to exceljockey:
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By paul.benny
06th Jul 2020 22:23

The members are responsible for the accounts of the LLP. If they are corporate members, I would say the important thing is evidence that the Boards of each have reviewed the accounts - eg minutes to that effect - and then formally authorised someone to sign the LLP accounts on their behalf. The identity of actual signatory is less important but it should be clear that they are signing of behalf of the member.

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By pauljohnston
08th Jul 2020 10:01

Any designated member can sign the accounts. As I understand it there must be more than one.

I asked a solicitor about LPAs and company directors and he was of the firm view that one needs special powers with the LPA or a separate LPA for the attorney to sign or act as the director. Akin to trustees and delegation of powers

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By Collaboration
08th Jul 2020 10:18

A general power of attorney is comprehensive and gives the agent broad powers to act on your behalf, including managing all your financial transactions, signing documents, settling claims, taxes and operating your small business and any other financial duties you specify. However, having said all of that I would check with the solicitor/law firm who inevitably drew up the document.

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Replying to Collaboration:
Hallerud at Easter
By DJKL
08th Jul 2020 12:14

Yes, but that is regarding your individual financial affairs.

Where one is looking to manage things like directors' and partners' interests a business lasting power of attorney may be required, albeit directorships in particular may be problematic and legal advice is obviously required.

We in the past have been doing property deals where one or other partner may be going abroad and settlement date is uncertain, in such circumstances,despite the then solicitor holding GPAs for both partners, he advised specific transactional PAs were executed prior to their departure.

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Replying to DJKL:
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By Collaboration
09th Jul 2020 13:41

A GPA can be created by a corporate body including an LLP. It is usually for specific things and for a specific time period. Based on the question and information provided - this is the most suitable document and the one likely to have been used.

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