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LECTOCOMPRENSIÓN
– INGLÉS
MATERIAL DIDÁCTICO
ALUMNOS
UNIDAD 7

DEPARTAMENTO DE IDIOMAS
 UNIDAD 7:

DERECHO SOCIETARIO

2
 ÍNDICE DE CONTENIDOS

TEXTO 1A: The Basics of Business Structure

TEXTO 1B: Business Form and Taxation: Pros and Cons

TEXTO 2A: Choose a legal structure for your business

TEXTO 2B: Business structures and types

Apéndice 1: Partnership Agreement Information

Apéndice 2: Limited Liability Partnership Agreement

Apéndice 3: Limited Liability Partnership Agreement - Conversion

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TEXTO 1A: The Basics of Business Structure
Fuente: http://www.entrepreneur.com/article/200516

The Basics of Business Structure

The most common forms of business enterprises in use in the United States are the sole
proprietorship, general partnership, limited liability company (LLC), and corporation.
Each form has advantages and disadvantages in complexity, ease of setup, cost, liability
protection, periodic reporting requirements, operating complexity, and taxation. Also,
some business forms have subclasses, such as the C corporation, S corporation, and
professional corporation. Choosing the right business form requires a delicate balancing of
competing considerations. Learn how to select, plan, and organize the business form that
is a perfect fit for you.

The Sole Proprietorship

The sole proprietorship is the simplest business form under which one can operate a
business. The sole proprietorship is not a legal entity. It simply refers to a natural person
who owns the business and is personally responsible for its debts. A sole proprietorship
can operate under the name of its owner or it can do business under a fictitious name,
such as Nancy's Nail Salon. The fictitious name is simply a trade name--it does not create a
legal entity separate from the sole proprietor owner.

The sole proprietorship is a popular business form due to its simplicity, ease of setup, and
nominal cost. A sole proprietor need only register his or her name and secure local
licenses, and the sole proprietorship is ready for business. A distinct disadvantage,
however, is that the owner of a sole proprietorship remains personally liable for all the
business's debts. So, if a sole proprietor business runs into financial trouble, creditors can
bring lawsuits against the business owner. If such suits are successful, the owner will have
to pay the business debts with his or her own money.

The owner of a sole proprietorship typically signs contracts in his or her own name,
because the sole proprietorship has no separate identity under the law. The sole proprietor
owner will typically have customers write checks in the owner's name, even if the business
uses a fictitious name. Sole proprietorships can bring lawsuits (and can be sued) using the
name of the sole proprietor owner. Many businesses begin as sole proprietorships and
graduate to more complex business forms as the business develops.

Advantages of the Sole Proprietorship

 Owners can establish a sole proprietorship instantly, easily, and inexpensively.

 Sole proprietorships carry little, if any, ongoing formalities.
 A sole proprietor need not pay unemployment tax on himself or herself (although
he or she must pay unemployment tax on employees).
 Owners may freely mix business and personal assets.

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Disadvantages of the Sole Proprietorship

 Owners are subject to unlimited personal liability for the debts, losses, and
liabilities of the business.
 Owners cannot raise capital by selling an interest in the business.
 Sole proprietorships rarely survive the death or incapacity of their owners and so
do not retain value.

The Partnership

A partnership is a business form created automatically when two or more persons engage
in a business enterprise for profit. Consider the following language from the Uniform
Partnership Act: "The association of two or more persons to carry on as co-owners of a
business for profit forms a partnership, whether or not the persons intend to form a
partnership." A partnership--in its various forms--offers its multiple owners flexibility and
relative simplicity of organization and operation. In limited partnerships and limited
liability partnerships, a partnership can even offer a degree of liability protection.

Partnerships can be formed with a handshake--and often they are. Responsible partners,
however, will seek to have their partnership arrangement memorialized in a partnership
agreement, preferably with the assistance of an attorney. Because partnerships can be
formed so easily, partnerships are often formed accidentally through oral agreements. A
partnership is formed whenever two or more persons engage jointly in business activity to
pursue profit.

Don't operate a partnership without a written partnership agreement. Because of its

informality and ease of formation, the partnership is the most likely business form to
result in disputes and lawsuits between owners--oral partnership arrangements are
usually the reason.

The cost to have an attorney draft a partnership agreement can vary between $500 and
$2,000, depending on the complexity of the partnership arrangement and the experience
and location of the attorney.

Advantages of the Partnership

 Owners can start partnerships relatively easily and inexpensively.

 Partnerships do not require annual meetings and require few ongoing formalities.
 Partnerships offer favorable taxation to most smaller businesses.
 Partnerships often do not have to pay minimum taxes that are required of LLCs and
corporations.

Disadvantages of the Partnership

 All owners are subject to unlimited personal liability for the debts, losses, and
liabilities of the business (except in the cases of limited partnerships and limited
liability partnerships).
 Individual partners bear responsibility for the actions of other partners.

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  Poorly organized partnerships and oral partnerships can lead to disputes among
owners.

In my law practice, I would almost never recommend a partnership to clients. The lack of
liability protection is simply not an acceptable risk that I could ever recommend that a
business owner undertake. The rare occasion where I recommended a partnership was
when a corporation or LLC was legally unavailable to the owners, as is the case with law
partnerships, for example. Another example would be when all the owners of the
partnership were already liability-protected entities, such as when two LLCs come
together as owners of a partnership.

The Limited Liability Company (LLC)

The limited liability company (LLC) is America's newest form of business organization.
There is little historical precedent for LLCs. They are essentially creations of the state
legislatures, although some commentators trace the origin of the LLC to a 19th century
form of business organization called the partnership association, or limited partnership
association. The great bulk of laws authorizing LLCs in the United States were passed in
the 1980s and 1990s. Wyoming passed the first law authorizing the LLC in 1977. Florida
followed in 1982. The watershed event in the rise of the LLC was a 1988 Internal Revenue
Service ruling that recognized partnership tax treatment for LLCs. Within six years, 46
states authorized LLCs as a business form. By 1996, Vermont, the last state to recognize
LLCs, had an LLC statute in place.

The LLC is often described as a hybrid business form. It combines the liability protection
of a corporation with the tax treatment and ease of administration of a partnership. As the
name suggests, it offers liability protection to its owners for company debts and liabilities.

Simplicity and Flexibility

While LLCs are essentially new creations of state legislatures, corporations are truly
ancient--and today's corporate law still carries some unwanted baggage. The modern
American corporation has antecedents that date to Roman times, inherited by us through
English law. The basic principles of American corporate law have not changed
significantly in centuries. Probably the single greatest disadvantage of the corporate form
is the burdensome range of formalities that corporate managers must observe. A modern
corporation's heavy administrative burden is a remnant of the more traditional and formal
legal system under which corporate law was cultivated.

The LLC changed all that. The LLC offers the liability protection benefits of the
corporation without the corporation's burdensome formalities. It is this simplicity that has
made the LLC an instantly popular business form with businesspersons operating smaller
companies.

Another attractive feature of LLCs that we will discuss throughout this book is their
flexibility. LLC management can elect to be taxed either as partnerships or as corporations.
An LLC can be managed like a partnership (a member-managed LLC) or like a
corporation (manager-managed LLC). LLCs can create a board of directors, and can have a

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president and officers just like a corporation. LLCs can choose to have periodic meetings
of their membership, or they can choose to ignore such formalities altogether.

Potential Disadvantages of the LLC

The LLC does carry some disadvantages that make it an undesirable business form for
some purposes. The limited liability company is a new business form, and courts have not
yet developed a body of legal precedent governing LLCs. Thus, LLC owners and
professionals may face operating questions and issues for which they have little or no legal
guidance. That said, this concern lessens as the states develop a reliable body of law
concerning LLCs, and is no issue at all for very small companies. Furthermore, for
companies that wish to pursue venture capital, accumulate a large number of
shareholders, and/or eventually pursue an initial public offering, the LLC is not an
appropriate alternative to a corporation. Venture capitalists and angel investors tend to
shy away from investing in LLCs. That may change in the future, but today all large,
publicly-held companies are corporations, not LLCs.

What should the owners of an LLC do if their company grows in size such that an LLC is
no longer the appropriate business form? The answer is simple: it is possible to convert an
LLC into a corporation. Thus, some small companies begin life as LLCs, outgrow the LLC
form, and then the LLC's owners transfer the assets of the LLC to a newly formed
corporation with the same owners as the LLC. Thereby, the LLC is converted to a
corporation. We have included some sample conversion forms in the appendix.
Furthermore, as one might imagine, it is also possible to convert a corporation into an
LLC, or nearly any business form into any other. It is also possible to reorganize a business
in another state by transferring the assets of a business into a newly chartered entity.
Converting business forms does require some sophisticated legal and tax analysis and
should not be attempted without the services of a qualified attorney and accountant.
The cost of setting up an LLC is roughly equivalent to setting up a corporation. The
secretary of state's fees for filing articles of organization and for filing annual reports are
often the same for both LLCs and corporations. Organizers who wish to seek help in
organizing an LLC through an LLC formation service or through an attorney will find the
fees to be roughly the same.

Advantages of the LLC

 LLCs do not require annual meetings and require few ongoing formalities.
 Owners are protected from personal liability for company debts and obligations.
 LLCs enjoy partnership-style, pass-through taxation, which is favorable to many
small businesses.

Disadvantages of the LLC

 LLCs do not have a reliable body of legal precedent to guide owners and managers,
although LLC law is becoming more reliable as time passes.
 An LLC is not an appropriate vehicle for businesses seeking to become public
eventually, or to raise money in the capital markets.
 LLCs are more expensive to set up than partnerships.

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  LLCs usually requires annual fees and periodic filings with the state.
 Some states do not allow the organization of LLCs for certain professional
vocations.

The Corporation
The term corporation comes from the Latin corpus, which means body. Historically, in
England, the term corporation was also used for the local government body in charge of a
borough. A corporation is a body--it is a legal person in the eyes of the law. It can bring
lawsuits, can buy and sell property, contract, be taxed, and even commit crimes.
Its most notable feature: a corporation protects its owners from personal liability for
corporate debts and obligations--within limits.

A corporation has perpetual life. When shareholders pass on or leave a corporation, they
can transfer their shares to others who can continue a corporation's business. A
corporation is owned by its shareholders, managed by its board of directors, and in most
cases operated by its officers. The shareholders elect the directors, who in turn appoint the
corporate officers. In small corporations, the same person may serve multiple roles--
shareholder, director, and officer.

Corporations are ideal vehicles for raising investment capital. A corporation seeking to
raise capital need only sell shares of its stock. The purchasing shareholders pay cash or
property for their stock, and they then become part owners in the corporation. Of course,
the sale of corporate stock is heavily regulated by the U.S. Securities and Exchange
Commission and by state securities laws.

A corporation's shareholders, directors, officers, and managers must observe particular

formalities in a corporation's operation and administration. For example, decisions
regarding a corporation's management must often be made by formal vote and must be
recorded in the corporate minutes. Meetings of shareholders and directors must be
properly noticed and must meet quorum requirements. Finally, corporations must meet
annual reporting requirements in their state of incorporation and in states where they do
significant business.

Advantages of the Corporation

 Owners are protected from personal liability for company debts and obligations.
 Corporations have a reliable body of legal precedent to guide owners and
managers.
 Corporations are the best vehicle for eventual public companies.
 Corporations can more easily raise capital through the sale of securities.
 Corporations can easily transfer ownership through the transfer of securities.
 Corporations can have an unlimited life.
 Corporations can create tax benefits under certain circumstances, but note that C
corporations may be subject to "double taxation" on profits.

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Disadvantages of the Corporation

 Corporations require annual meetings and require owners and directors to observe
certain formalities.
 Corporations are more expensive to set up than partnerships and sole
proprietorships.
 Corporations require annual fees and periodic filings with the state.

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 TEXTO 1B: Business Form and Taxation: Pros and Cons
Fuente: http://smallbusiness.findlaw.com/incorporation-and-legal-structures/business-form-and-taxation-pros-and-cons.html

Business Form and Taxation: Pros and Cons

Type PROS CONS

Sole Easy to set up. No personal limited liability protection.

Proprietorship No double taxation. You must pay twice the amount of
Income reported on personal income tax Social Security and Medicare tax as you
return. would as an employee.
Taxes paid on income of the business and No life insurance deduction and only a
not on business as an entity. partial health insurance deduction.

Partnership No double taxation. No personal limited liability protection

All income is taxed proportionately to (unless a limited partner in a limited
each of the partners who report it on partnership).
their personal tax returns.

"S" Corporation S Corporation may elect to be treated as a S Corporation may not have more than
partnership for federal tax purposes with seventy-five shareholders.
shareholders reporting their share of the Shareholders and those owning 5
corporation's separately listed items of percent or more in stock have limited
income, deductions, loss, and credit on employee benefits.
their personal tax returns.
Shareholders have personal limited
liability.

"C" Corporation Shareholders have limited personal Double taxation-the corporation pays
liability. taxes on its income and the shareholder
Health insurance premiums and group pays taxes on dividends.
life insurance up to $50,000 in benefits Shareholders cannot deduct the losses
are fully deductible by the corporation of the corporation.
and not taxable to the employees.
The corporate tax rate doesn't go as high
as the individual rate (what a sole
proprietor or partner would pay on an
individual tax return).

Limited Personal limited liability of members. Active members are subject to self-
Liability No double taxation. employment tax for Social Security and
Company May have more than seventy-five Medicare.
members. Limited liability companies are a
Under IRS "check-the-box" rules a limited relatively new business form and the
liability company may choose whether to laws are still evolving.
be taxed like a partnership or a corp.

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Texto 2A: Choose a legal structure for your business
Fuente: https://www.gov.uk/business-legal-structures/overview

Choose a legal structure for your business

1. Overview
2. Sole trader
3. Limited company
4. 'Ordinary' business partnership
5. Limited partnership and limited liability partnership
6. Unincorporated association
7. Change your business structure

1. Overview

You must choose a structure for your business. This structure will define your legal
responsibilities, like:

 the paperwork you must fill in to get started

 the taxes you’ll have to manage and pay
 how you can personally take the profit your business makes
 your personal responsibilities if your business makes a loss

You can change your business structure after you’ve started up if you find a new structure
suits you better.

Types of business

The main types are:

 sole trader
 limited company
 business partnership

You can form an ‘unincorporated association’ if you’re setting up a small organisation like
a sports club or a voluntary group and don’t plan to make a profit.

You can use other structures for businesses that help people or communities, e.g. ‘social
enterprises’.

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2. Sole trader

If you start working for yourself, you’re classed as a self-employed sole trader - even if
you’ve not yet told HM Revenue and Customs (HMRC).

As a sole trader, you run your own business as an individual. You can keep all your
business’s profits after you’ve paid tax on them.

You can employ staff. ‘Sole trader’ means you’re responsible for the business, not that you
have to work alone.

You’re personally responsible for any losses your business makes.

Find out how to set up as sole trader.

Tax Responsibilities

You must:

 send a Self Assessment tax return every year

 pay Income Tax on the profits your business makes
 pay National Insurance

You must also register for VAT if you expect your takings to be more than £82,000 a year.

3. Limited company

A limited company is an organisation that you can set up to run your business - it’s
responsible in its own right for everything it does and its finances are separate to your
personal finances.

Any profit it makes is owned by the company, after it pays Corporation Tax. The company
can then share its profits.

Ownership

Every limited company has ‘members’ - the people or organisations who own shares in the
company.

Directors are responsible for running the company. Directors often own shares, but they
don’t have to.

Legal responsibilities

There are many legal responsibilities involved with being a director and running a limited
company.

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Types of company

Limited by shares

Most limited companies are ‘limited by shares’. This means that the shareholders’
responsibilities for the company’s financial liabilities are limited to the value of shares that
they own but haven’t paid for.

Company directors aren’t personally responsible for debts the business can’t pay if it goes
wrong, as long as they haven’t broken the law.

Example
A company limited by shares issues 100 shares valued at £1 each when it’s set up. Its 2
shareholders own 50 shares each and have both paid in full for 25 of these.

If the company goes bust, the maximum the shareholders have to pay towards its
outstanding bills is £50 - the value of the remaining 25 shares that they’ve each not paid
for.

Private company limited by guarantee

Directors or shareholders financially back the organisation up to a specific amount if

things go wrong.

Public limited company

The company’s shares are traded publicly on a market, such as the London Stock
Exchange.

You can also consider setting up a private unlimited company as an alternative legal
structure. Directors or shareholders are liable for all debts if things go wrong.

How to set up a limited company

You must register the company with Companies House and let HM Revenue and Customs
(HMRC) know when the company starts business activities.

Read more about setting up a private limited company.

Tax responsibilities

Every financial year, the company must:

 put together statutory accounts

 send Companies House an annual return
 send HMRC a Company Tax Return

The company must register for VAT if you expect its takings to be more than £82,000 a
year.
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If you’re a director of a limited company, you must:

 fill in a Self Assessment tax return every year

 pay tax and National Insurance through the PAYE system if the company pays you
a salary

4. 'Ordinary' business partnership

In a business partnership, you and your business partner (or partners) personally share
responsibility for your business.

You can share all your business’s profits between the partners. Each partner pays tax on
their share of the profits.

Partnerships in Scotland (known as ‘firms’) are different, and have a ‘legal personality’
separate from the individual partners.

Legal responsibilities

You’re personally responsible for your share of:

 any losses your business makes

 bills for things you buy for your business, like stock or equipment

You can set up a limited partnership or limited liability partnership if you don’t want to be
personally responsible for a business’ losses.

A partner doesn’t have to be an actual person. For example, a limited company counts as a
‘legal person’, and can also be a partner in a partnership.

You must choose a name for your partnership and register it with HM Revenue and
Customs (HMRC).

Tax responsibilities

The nominated partner must send a partnership Self Assessment tax return every year.

All the partners must:

 send a personal Self Assessment tax return every year

 pay Income Tax on their share of the partnership’s profits
 pay National Insurance

The partnership will also have to register for VAT if you expect its takings to be more than
£82,000 a year.

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5. Limited partnership and limited liability partnership

Your liability for business debt differs depending on whether you’re a limited partnership
or limited liability partnership (LLP).

You can share all the business’s profits between the partners. Each partner pays tax on
their share of the profits.

Limited partnerships

The liability for debts that can’t be paid in a limited partnership is split among partners.

Partners’ responsibilities differ as:

 ‘general’ partners can be personally liable for all the partnerships’ debts
 ‘limited’ partners are only liable up to the amount they initially invest in the
business

General partners are also responsible for managing the business.

Read more about how to set up and run a limited partnership.

Limited liability partnerships (LLPs)

The partners in an LLP aren’t personally liable for debts the business can’t pay - their
liability is limited to the amount of money they invest in the business.

Partners’ responsibilities and share of the profits are set out in an LLP agreement.
‘Designated members’ have extra responsibilities.

Read more about how to set up and run an LLP.

Tax for limited liability and limited partnerships

Every year, the partnership must send a partnership Self Assessment tax return to HM
Revenue and Customs (HMRC).

All the partners must:

 send a personal Self Assessment tax return every year

 pay Income Tax on their share of the partnership’s profits
 pay National Insurance

You must also register the partnership for VAT if you expect your business’s takings to be
more than £82,000 a year.

15
6. Unincorporated association

An ‘unincorporated association’ is an organisation set up through an agreement between a

group of people who come together for a reason other than to make a profit, e.g. a
voluntary group or a sports club.

You don’t need to register an unincorporated association, and it doesn’t cost anything to
set one up.

Individual members are personally responsible for any debts and contractual obligations.

If the association does start trading and makes a profit, you’ll need to pay Corporation Tax
and file a Company Tax Return in the same way as a limited company.

7. Change your business structure

What you need to do depends on the type of business, if you’re VAT-registered and if you
employ people.

Set up the new structure

Follow the normal steps to setting up as a:

 sole trader
 business partnership
 limited company
 limited partnership
 limited liability partnership (LLP)

Tell HM Revenue and Customs (HMRC)

If you’re VAT-registered, you must tell HMRC within 30 days of the change or else you’ll
face a penalty.

You will need to either:

 cancel your VAT registration and re-register

 transfer your existing VAT registration

You can do this online or send a form to HMRC by post. The address is on the form.

If you employ people, you’ll also need to talk to HMRC about the change.

Sell your business

If you’re a self-employed sole trader, in a partnership or own a limited company, there are
certain rules you must follow when you sell your business.

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Close an existing structure

If you want to close down your existing business structure, follow the usual steps.

To no longer be a sole trader

You’ll need to:

 tell HMRC you’re no longer going to be self-employed and they’ll cancel your Class
2 National Insurance contributions
 complete a Self Assessment tax return as usual (you’ll then start to submit tax
returns the next year for your new business structure)

To close a business partnership

You’ll need to make sure your nominated partner fills in a tax return when the partnership
ends.

If the business partnership will continue without you as a partner, you must still complete
a Self Assessment tax return as usual. You’ll then start to submit tax returns the next year
for your new business structure.

To close a limited company

You’ll either need to close your limited company or make it dormant.

Changing to a public limited company or an unlimited company

The guidance has information on changing a limited company to a public limited or

unlimited company.

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Texto 2B: Business structures and types
Fuente: http://www.business.gov.au/business-topics/business-structures-and-types/Pages/default.aspx

Business structures and types

There are a number of structures that you can choose from when starting or
expanding your business.

Four main structures

The four main business structures commonly used by small businesses in Australia are:

 Sole trader: an individual operating as the sole person legally responsible for all
aspects of the business. Like other structures, as a sole trader you can
employ people to help you run your business.
 Company: a legal entity separate from its shareholders.

Read about the differences between a sole trader and a company to understand the tax
differences, your potential personal liability and the legal obligations when employing
people.

 Partnership: an association of people or entities running a business together, but

not as a company.
 Trust: an entity that holds property or income for the benefit of others.

Choosing a structure

When deciding on a structure for your business, choose the one that best suits your
business needs, keeping in mind that there are advantages and disadvantages for each
structure.

It's important to investigate each option carefully, as choosing your business structure is
an important decision.

Your business structure can determine:

 the licenses you require

 how much tax you pay
 whether you're considered an employee, or the owner of the business
 your potential personal liability
 how much control you have over the business
 ongoing costs and volume of paper work for your business.

It is important to note that you can change your business structure throughout the life of
your business. As your business grows and expands, you may decide to change your
business structure, or to restructure your business.

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Obtaining legal or other professional advice can help you understand your own particular
circumstances. Speak to your accountant, or use our Advisor Finder tool to find a business
adviser, when deciding on your business's structure and type. It is important to determine
your business structure and business type before you register a business or company as
the steps may differ.

Types of businesses

As well as deciding on the structure of your business, you'll also need to consider your
business type.

There are many different types of businesses. The business type you choose to may
depend on your personal circumstances, interests, finances and business objectives.

We've covered some of the common business types that you may choose, below:

 Small business
 Franchise
 Online business
 Family business
 Home-based business
 Independent contractor
 Importer
 Exporter.

Read our Industry Fact sheets for more detailed industry information on a variety of
business types. Our fact sheets are useful when researching the type of business you are
looking to start or expand into.

Buying or franchising

You may also consider buying an established business or franchise. An existing business or
franchise has the advantage of having operations and processes already in place. For example, the
premises and stock, customer base, suppliers, WHS processes and income stream may already
be established and save you time when starting your business.

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 UNIDAD 7:

DERECHO SOCIETARIO

MATERIAL ADICIONAL

20
Apéndice 1: Partnership Agreement Information
Fuente: http://www.lawdepot.co.uk/contracts/partnership-greement/#.VluK3OKQNLc

Partnership Agreement Information

What is a General Partnership Agreement?

A General Partnership Agreement, also known as a Business Partnership Agreement or

Partnership Contract, is a form that establishes the rights and responsibilities of each
partner in a for-profit business partnership, as well as the profit and loss distribution of
each partner.

Why do I need a Partnership Agreement?

It's important to have a written Partnership Agreement because it sets up all the rules,
responsibilities, and financial details of a business partnership and its general partners.

Creating a written contract also lessens the possibility of disputes between partners at a
later date because the rules for the partnership were previously agreed to and signed by
all the partners.

What is capital contribution?

In a partnership, each member has contributed to the equity of the company in the form of
capital. Capital contributions could include cash, property (office space), resources
(equipment etc.), or services.

What is profit and loss distribution?

Profit and loss distribution is how the earnings and losses will be divided amongst the
partners. It can be divided according to following methods:

 Equal share: each partner gets equal supply of profits, and incurs equal liability for
losses.
 Fixed per cent: each partner gets a specific percentage (fixed proportion) of gains
and losses.

Creating your Partnership Agreement:

To create your Partnership Agreement, you should include the following things in your
contract:

 Partnership start date, address, name, and purpose

 Contact information and duties for each general partner
 Description of partner capital contributions
 Profit and loss distribution (equal share or fixed per cent)
 Rules regarding the admission of new partners, withdrawal of existing partners,
and partnership dissolution
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  Accounting methods, and annual report details
 Who is responsible for day-to-day management of the business
 When meetings are held, voting rules, and how decisions will be made, including
which decisions require unanimous consent from all partners

Partnership Admission, Withdrawal, and Dissolution

Admitting New Partners

In a Partnership Agreement, partners should agree if and how to admit new partners in
the future, as well as if it will require a vote to make the decision.

Withdrawing from a Partnership

At some point a partner may decide to withdraw from a general partnership either
voluntarily or involuntarily, for reasons such as retirement, incarceration, incapacitation,
etc.

Similar to admitting new partners, general partners should address how to withdraw from
the partnership, including if there is notice period for withdrawing partners, and if the
partnership will dissolve when a partner decides to exit.

Dissolving a Partnership

It is recommended that general partners include clauses about dissolution (ending the
business partnership), specifically whether a vote is required to end the business, and how
property and assets will be divided in the event of dissolution.

22
Apéndice 2: LIMITED LIABILITY PARTNERSHIP AGREEMENT
Fuente: http://www.compactlaw.co.uk/limited-liability-partnership-agreement.html

This is a sample – not the full document

LIMITED LIABILITY PARTNERSHIP AGREEMENT

THIS AGREEMENT is made on the [insert day] day of [insert month] [insert year]

WHEREBY IT IS AGREED as follows:

The parties whose names and addresses are set out in Schedule 1 of this Agreement
(hereinafter referred to as the "Members") wish to enter into a new Limited Liability
Partnership (LLP) in accordance with the Limited Liability Partnership Act 2000 and the
Companies Act 2006.

1. Definitions
1.1 In this Agreement and the Schedules to it the following terms shall have the following
meanings unless the context otherwise requires.

"Accounting Period"
In the case of the first Accounting Period this shall be the period between the
commencement of the LLP business and the first Accounting Date. In respect of
subsequent Accounting Periods this shall be a period commencing on the day following
an Accounting Date and ending on the next Accounting Date.

"The Acts"
Means the Limited Liability Partnership Act 2000 and the Companies Act 2006;

"Accountants"
[Insert name and address of LLP’s accountants] or such other Accountants as the Members
may elect from time to time. Where no Accountant has been appointed this will be agreed
between the Members at a later date.

"Current Account"
The account for each Member into which profits will be paid and conversely debits made
in the case of losses. Furthermore all Drawings made by a Member will be paid to their
Current Account.

23
"Bankers"
[Insert name and address of LLP’s bank] or such other Bank as the Members may elect from
time to time. Where no Bank has been appointed this will be agreed between the Members
at a later date.

"Designated Members"
Those Members designated in accordance with the terms of this Agreement and listed at
Schedule 1A of this Agreement. Such Designated Members to have extra responsibilities
as defined under the Limited Liability Partnership Act 2000 and the Companies Act 2006.

"Drawings"
Sums drawn by a Member on account of any anticipated profits made by the LLP.

"The LLP"
The Limited Liability Partnership incorporated or to be incorporated at Companies House.

"Members"
The parties to this Agreement and any other persons admitted to the LLP from time to
time.

"Outgoing Member"
A Member who ceases to be a member of the LLP as a result of death, retirement,
expulsion, and bankruptcy in accordance with the terms of this Agreement.

"Premises"
The property at [Insert LLP address] and / or such other property as the Members shall
agree.

"Profits"
The distributable profits of the LLP firm in any financial year as shown in the accounts.

2. Incorporation of the LLP

2.1 The Members shall complete and deliver such forms as may be required to Companies
House and pay all required fees to incorporate the Limited Liability Partnership in
accordance with the Limited Liability Partnership Act 2000 and the Companies Act 2006.

2.2 The LLP certificate of registration shall be kept at the Registered Office.

3. Nature and Duration of the Business

The Members shall from the date of this Agreement carry on the business of [Insert nature
of LLP business]. The LLP shall continue until terminated under the terms of this
Agreement and the Acts
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4. LLP Name
4.1 The LLP name shall be [Insert LLP name] and the LLP shall be known by that name and
conduct its business and enter into contracts using only the LLP name. The Members
acknowledge that all proprietary and other rights in the LLP name are vested exclusively
in the LLP.

4.2 The Members may change the name of the LLP at any time. Such change must be
notified to Companies House by the Members in accordance with the Acts.

5. Registered Office
5.1 The registered office address of the LLP is [Insert office address] or such other address as
the Designated Members may decide from time to time.

5.2 It shall be the responsibility of the Designated Members to notify Companies House of
any change in accordance with the Acts.

6. Place of Business / LLP Property

6.1 The LLP business shall be carried out at the Premises referred to in this Agreement,
which shall remain the property of the LLP at all times. The costs of all rent, rates, repairs,
insurance and other outgoings and expenses relating to the Premises and any other
premises acquired for the purpose of the LLP business shall be borne by the LLP.

6.2 The legal estate in all freehold or leasehold properties acquired for the purpose of the
LLP shall be vested in the Members upon trust for sale, or in some of the Members as
trustees for all the remaining Members. The net proceeds of sale and the rents and profits
until sale shall form part of the assets of the LLP. The trustees shall be indemnified by the
LLP against the rent and other outgoings in respect of the properties and the costs and
expenses of observing the covenants relating to them.

OR

6.1 The place of business shall be determined by the Members from time to time. There is
currently no freehold or leasehold property acquired or owned by the LLP.

7. Intellectual Property Assets and Goodwill

7.1 The following intellectual property or assets shall be included as the property of and
shall belong to the LLP; all domain names, website data and coding, all images (whether
graphics or photographs), customer data, existing and future commercial agreements with
outside third parties and all goodwill associated with the above.

25
7.2 Furthermore all office equipment, materials and any other property shall also belong to
the LLP.

7.3 All other relevant goodwill built-up in the LLP shall also belong to the LLP.

8. Accounts
8.1 It is the responsibility of the Members to ensure that proper accounts are kept and that
the accounts accurately reflect the financial state of the LLP.

8.2 The accounts will be kept at the registered office or at such other place as the Members
may decide from time to time.

8.3 Furthermore the accounts shall be open to inspection by the Members wherever they
are kept.

8.4 The Members may from time to time amend the Accounting Period end date.

8.5 The Designated Members have the following additional powers and responsibilities:

8.5.1 To retain any existing Accountants for the following Accounting Period;

8.5.2 The ability to appoint new Accountants;

8.5.3 The ability to remove any existing Accountants from their office;

8.5.4 The power to agree the rate of remuneration for any Accountants.

8.6 At the end of each Accounting Period a profit and loss and balance sheet shall be
prepared and audited in accordance with all relevant financial reporting standards,
including the disclosure of Member’s interests in the LLP and further notes or information
and in a format as required by the Companies Act 2006.

8.7 The Members shall meet and approve the accounts, (where no error is found) in
accordance with the Companies Act 2006.

8.8 After approval the accounts will be signed by a Designated Member and shall become
binding upon all Members.

8.9 After approval each Member will receive a copy of the accounts in accordance with the
Companies Act 2006.

26
8.10 The LLP will file accounts with Companies House in accordance with the Companies
Act 2006.

8.11 The accounts will also be filed with other regulatory bodies, including HMRC as
required.

9. Banking
9.1 All monies (not required for current expenses) and securities belonging solely to the
LLP shall be paid into or deposited at the LLP bank account for safe custody.

9.2 All cheques drawn on any LLP account shall be drawn in the name of the LLP and
shall require the signature of any [Insert number of Members] Designated Members.

9.3 All instructions for the electronic transfer of funds from any LLP account shall be in
writing and signed by any [Insert number of Members] Designated Members.

9.4 The writing and signing of cheques or instructions for electronic transfers will only be
done for the business purposes of the LLP, any personal use is strictly prohibited and
would breach any Member's duties and responsibilities to the LLP.

9.5 Where in the normal course of LLP business client or third party monies are received
all such money will be immediately deposited in a separate client account or accounts.

9.6 Any securities received by the LLP from either clients or third parties shall be
promptly deposited with the Bank in the name of the clients or third parties.

9.7 All client monies, securities and accounts will be managed strictly in accordance with
any relevant professional or regulatory guidance.

Sample document – the remaining are clause headings only

Full document contains all clauses

10. Shares and Capital Contributions

11. Profits and Losses
12. Drawings
13. Members Duties
14. Restrictions on Members Authority
15. Holidays
16. Management of LLP
17. Indemnity
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18. Insurance
19. Retirement
20. Expulsion
21. Financial Provisions on Death, Expulsion or Retirement
22. Further Provisions Following Retirement or Expulsion
23. Winding Up
24. Arbitration
25. Notices
26 General
26.8 Headings in this agreement are inserted for the purpose of convenience and shall not
affect the construction or interpretation of this Agreement.

26.9 This Agreement shall be construed in accordance with the laws of England and shall
be subject to the exclusive jurisdiction of the English courts.

IN WITNESS of which the parties have signed this Agreement the day, month and year
first above written.

SCHEDULE 1

A – DESIGNATED MEMBERS
[Insert Member’s names and home address]

B - OTHER MEMBERS
[Insert Member’s names and home address]

SCHEDULE 2 – PROFITS AND LOSSES PERCENTAGES

[Insert Member’s names and percentage share in profits and losses]

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:
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SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

[Add or remove spaces for Member details as appropriate]

29
Apéndice 3: Limited Liability Partnership Agreement -Conversion

This is a sample – not the full document

LIMITED LIABILITY PARTNERSHIP AGREEMENT - CONVERSION

(For use when converting from a partnership to a limited liability partnership)

THIS AGREEMENT is made on the [insert day] day of [insert month] [insert year]

WHEREBY IT IS AGREED as follows:

The parties whose names and addresses are set out in Schedule 1 of this Agreement
(hereinafter referred to as the "Members") wish convert their previous Partnership ( [Insert
previous partnership name] ), (hereinafter known as the Previous Partnership), into a new
Limited Liability Partnership (LLP) in accordance with the Limited Liability Partnership
Act 2000 and the Companies Act 2006.

1. Definitions
1.1 In this Agreement and the Schedules to it the following terms shall have the following
meanings unless the context otherwise requires.

"Accounting Period"
In the case of the first Accounting Period this shall be the period between the
commencement of the LLP business and the first Accounting Date. In respect of
subsequent Accounting Periods this shall be a period commencing on the day following
an Accounting Date and ending on the next Accounting Date.

"The Acts"
Means the Limited Liability Partnership Act 2000 and the Companies Act 2006;

"Accountants"
[Insert name and address of LLP’s accountants] or such other Accountants as the Members
may elect from time to time. Where no Accountant has been appointed this will be agreed
between the Members at a later date.

"Current Account"
The account for each Member into which profits will be paid and conversely debits made
in the case of losses. Furthermore all Drawings made by a Member will be paid to their
Current Account.

30
"Bankers"
[Insert name and address of LLP’s bank] or such other Bank as the Members may elect from
time to time.

"Designated Members"
Those Members designated in accordance with the terms of this Agreement and listed at
Schedule 1A of this Agreement. Such Designated Members to have extra responsibilities
as defined under the Limited Liability Partnership Act 2000 and the Companies Act 2006.

"Drawings"
Sums drawn by a Member on account of any anticipated profits made by the LLP.

"The LLP"
The Limited Liability Partnership incorporated or to be incorporated at Companies House.

"Members"
The parties to this Agreement and any other persons admitted to the LLP from time to
time.

"Outgoing Member"
A Member who ceases to be a member of the LLP as a result of death, retirement,
expulsion, and bankruptcy in accordance with the terms of this Agreement.

"Premises"
The property at [Insert LLP address] and / or such other property as the Members shall
agree.

"Previous Partnership"
The partnership existing before the conversion of the said partnership into a Limited
Liability Partnership.

"Profits"
The distributable profits of the LLP firm in any financial year as shown in the accounts.

2. Incorporation of the LLP

2.1 The Members shall complete and deliver such forms as may be required to Companies
House and pay all required fees to incorporate the Limited Liability Partnership in
accordance with the Limited Liability Partnership Act 2000 and the Companies Act 2006.

2.2 The LLP certificate of registration shall be kept at the Registered Office.

31
2.3 On incorporation of the LLP the Previous Partnership will be dissolved on the same
date in accordance with the terms of the partnership agreement of the Previous
Partnership.

2.4 All the assets and liabilities of the Previous Partnership shall be transferred to the LLP.
The LLP will assume and perform all outstanding obligations incurred by the Previous
Partnership and fully indemnify the previous partners for all liabilities incurred when
acting as partners.

2.5 Where legal title to an asset is held by the partners of the Previous Partnership it will
be transferred to those same partners once they become Members of the LLP.

3. Nature and Duration of the Business

The Members shall from the date of this Agreement carry on the business of [Insert nature
of LLP business]. The LLP shall continue until terminated under the terms of this
Agreement and the Acts.

4. LLP Name
4.1 The LLP name shall be [Insert LLP name] and the LLP shall be known by that name and
conduct its business and enter into contracts using only the LLP name. The Members
acknowledge that all proprietary and other rights in the LLP name are vested exclusively
in the LLP.

4.2 The Members may change the name of the LLP at any time. Such change must be
notified to Companies House by the Members in accordance with the Acts.
5. Registered Office
5.1 The registered office address of the LLP is [Insert office address] or such other address as
the Designated Members may decide from time to time.

5.2 It shall be the responsibility of the Designated Members to notify Companies House of
any change in accordance with the Acts.

6. Place of Business / LLP Property

6.1 The LLP business shall be carried out at the Premises referred to in this Agreement,
which shall remain the property of the LLP at all times. The costs of all rent, rates, repairs,
insurance and other outgoings and expenses relating to the Premises and any other
premises acquired for the purpose of the LLP business shall be borne by the LLP.

6.2 The legal estate in all freehold or leasehold properties acquired for the purpose of the
LLP shall be vested in the Members upon trust for sale, or in some of the Members as
trustees for all the remaining Members. The net proceeds of sale and the rents and profits
until sale shall form part of the assets of the LLP. The trustees shall be indemnified by the
32
LLP against the rent and other outgoings in respect of the properties and the costs and
expenses of observing the covenants relating to them.

OR

6.1 The place of business shall be determined by the Members from time to time. There is
currently no freehold or leasehold property acquired or owned by the LLP.

7. Intellectual Property Assets and Goodwill

7.1 The following intellectual property or assets shall be included as the property of and
shall belong to the LLP; all domain names, website data and coding, all images (whether
graphics or photographs), customer data, existing and future commercial agreements with
outside third parties and all goodwill associated with the above.

7.2 Furthermore all office equipment, materials and any other property shall also belong to
the LLP.

7.3 All other relevant goodwill built-up in the LLP shall also belong to the LLP.

8. Accounts
8.1 It is the responsibility of the Members to ensure that proper accounts are kept and that
the accounts accurately reflect the financial state of the LLP.

8.2 The accounts will be kept at the registered office or at such other place as the Members
may decide from time to time.

8.3 Furthermore the accounts shall be open to inspection by the Members wherever they
are kept.

8.4 The Members may from time to time amend the Accounting Period end date.

8.5 The Designated Members have the following additional powers and responsibilities:

8.5.1 To retain any existing Accountants for the following Accounting Period;

8.5.2 The ability to appoint new Accountants;

8.5.3 The ability to remove any existing Accountants from their office;

8.5.4 The power to agree the rate of remuneration for any Accountants.

33
8.6 At the end of each Accounting Period a profit and loss and balance sheet shall be
prepared and audited in accordance with all relevant financial reporting standards,
including the disclosure of Member’s interests in the LLP and further notes or information
and in a format as required by the Companies Act 2006.

8.7 The Members shall meet and approve the accounts, (where no error is found) in
accordance with the Companies Act 2006.

8.8 After approval the accounts will be signed by a Designated Member and shall become
binding upon all Members.

8.9 After approval each Member will receive a copy of the accounts in accordance with the
Companies Act 2006.
8.10 The LLP will file accounts with Companies House in accordance with the Companies
Act 2006.

8.11 The accounts will also be filed with other regulatory bodies, including HMRC as
required.

9. Banking
9.1 All monies (not required for current expenses) and securities belonging solely to the
LLP shall be paid into or deposited at the LLP bank account for safe custody.

9.2 All cheques drawn on any LLP account shall be drawn in the name of the LLP and
shall require the signature of any [Insert number of Members] Designated Members.

9.3 All instructions for the electronic transfer of funds from any LLP account shall be in
writing and signed by any [Insert number of Members] Designated Members.

9.4 The writing and signing of cheques or instructions for electronic transfers will only be
done for the business purposes of the LLP, any personal use is strictly prohibited and
would breach any Member's duties and responsibilities to the LLP.

9.5 Where in the normal course of LLP business client or third party monies are received
all such money will be immediately deposited in a separate client account or accounts.

9.6 Any securities received by the LLP from either clients or third parties shall be
promptly deposited with the Bank in the name of the clients or third parties.

9.7 All client monies, securities and accounts will be managed strictly in accordance with
any relevant professional or regulatory guidance.

34
Sample document – the remaining are clause headings only
Full document contains all clauses

10. Shares and Capital Contributions

11. Profits and Losses

12. Drawings
13. Members Duties
14. Restrictions on Members Authority
15. Holidays
16. Management of LLP
17. Indemnity
18. Insurance
19. Retirement
20. Expulsion
21. Financial Provisions on Death, Expulsion or Retirement
22. Further Provisions Following Retirement or Expulsion
23. Winding Up
24. Arbitration
25. Notices
26 General
IN WITNESS of which the parties have signed this Agreement the day, month and year
first above written.

SCHEDULE 1

A – DESIGNATED MEMBERS

[Insert Member’s names and home address]

B - OTHER MEMBERS
[Insert Member’s names and home address]

SCHEDULE 2 – PROFITS AND LOSSES PERCENTAGES

[Insert Member’s names and percentage share in profits and losses]

SIGNED BY [Member signs here]

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In the presence of [Witness signs here]
Name of witness:
Address of witness:

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

SIGNED BY [Member signs here]

In the presence of [Witness signs here]

Name of witness:
Address of witness:

[Add or remove spaces for Member details as appropriate]

36