LLP with two Corporate Partners, one German.

The General Managing Partner is an English Company, the Limited Partner is a German LLP.

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The German Limited Partner contibuted the investment equity.  Both the German General Managing Partner and the Limited Partner (with the equity) of the German LLP which is the Limited Partner of the Limited Partner of the English LLP, have been dissolved in Germany and the assets transferred to an undisclosed overseas third party.

 

What is the continuing status of the English LLP and is it entitled to persue claims in litigation?

 

Is it required to report a change in its members to Companies House?

 

What other consequences are there of the dissolution of the members of the Limited Partner and its withdrawal of the equity? 

Replies (13)

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By johngroganjga
17th Oct 2017 10:41

There are a couple of non sequiturs in what you say.

What litigation?

What withdrawal of equity?

Yes of course the LLP is required to report a change in its members. Why would you think it wouldn’t have to?

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By Portia Nina Levin
17th Oct 2017 10:50

What you appear to be describing is a 1907 LP, rather than a 2000 LLP. If there is only one partner in a 1907 LP, there is no partnership.

If you genuinely mean LLP, then it can have just one member, but after 6 months, without another member being added, the remaining member will be joint and severally liable with the LLP for its debts.

In the case of either a 1907 LP or a 2000 LLP, changes in the membership must be reported to Companies House.

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Replying to Portia Nina Levin:
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By David Bond
17th Oct 2017 11:13

Dear Portia
Thank you for your response. it is a 2000 LLP.
my point is that if the members of the German LLP which is the Limited Partner of the English LLP are dissolved, does that automatically dissolve the German LLP and the English LPP and can any surviving English LLP or entity still per pursue claims in litigation, with the additional point that the assets have been removed which i understand to be unlawful.

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Replying to David Bond:
By johngroganjga
17th Oct 2017 11:31

No it doesn't dissolve it, any more than the death of shareholders dissolves a company. It just means that the members are different. You say that the new member of the LLP is an "undisclosed overseas third party". Is that the only member?

What litigation the LLP is to pursue will be for its members to decide. What is it you say was done unlawfully, and by whom was it done?

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Replying to johngroganjga:
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By David Bond
17th Oct 2017 11:57

Dear John
thank you for your response. Both Corporate Limited Partners of the German Limited Partner of the English LLP have been dissolved and there is no record of their being replaced so the question is can the LLP still exist if the members do not.
if not then presumably there would be no longer be a legal entity entitled to pursue claims of the LLP?
Prior to dissolution the assets were withdrawn from the English LLP and transferred to an unknown overseas third party. I believe that it is technically unlawful to withdraw the assets from an LLP but the only sanction may be that the remaining Partner loses limited liability?

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Replying to David Bond:
By johngroganjga
17th Oct 2017 12:04

The LLP must have unpaid creditors for any of this to be an issue. Is that the case? Are you one of them?

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Replying to johngroganjga:
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By David Bond
17th Oct 2017 12:11

The issue i am trying to resolve is whether there is still a legal entity in existence that can pursue claims through the courts if the members of the German LLP which contributed the equity of the English LLP have withdrawn the equity and been dissolved and no notification made of any change of members.

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Replying to David Bond:
By johngroganjga
17th Oct 2017 16:03

Yes but what is your interest? Are you a creditor who has been left high and dry? Are you acting for a a creditor? You seem to think that this is an important matter but appear to be trying hard not to explain why.

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Replying to johngroganjga:
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By David Bond
17th Oct 2017 17:25

Thank you for your interest. My interest is in establishing whether the LLP can still exist when the equity has been withdrawn and the members of the Limited Partner who was the equity have been dissolved with no notification of any change to Companies House and i fit does or does not exist can it continue to plead in international litigation.

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Replying to David Bond:
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By Portia Nina Levin
17th Oct 2017 11:42

You make no sense referring to a 2000 LLP and then referring to one of its members as a limited partner (having previously referred to the other as the general partner).

Until you know what it is that you're talking about, you're not going to get a meaningful response here.

John's basically just a bot that either answers the question posed, or seeks to elicit more information to answer the question posed, or, if neither or the first two options is available, answers what he thinks the question should be.

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Replying to Portia Nina Levin:
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By David Bond
17th Oct 2017 12:05

The LLP was formed in 2009 and under its partnership Agreement there is a Managing Partner (an English Company) and a Limited Partner (a German LLP) which contributed the equity.

The LLP is pursuing claims in litigation in Germany and Belgium but the question is if the members of the German LLP have been dissolved, the assets taken out of the English LLP (to avoid exposure to counterclaims), does the LLP still have legal existence and can it enforce claims?

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Replying to David Bond:
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By Portia Nina Levin
17th Oct 2017 13:00

How was this LLP formed? ie was it incorporated or is their just an agreement, and it was then registered at Companies House?

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Replying to Portia Nina Levin:
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By David Bond
17th Oct 2017 13:18

Incorporated and registered at Companies House.

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