Book Review: The Law of Limited Liability Partnerships, 5th edn

The Law of Limited Liability Partnerships, John Whittaker and John Machell QC (5th edn, Bloomsbury Professional 2021), 792pp., hardback, ISBN: 9781526516695. Also available as ePDF, ISBN: 9781526516688; and EPub, ISBN: 9781526516701.

This is one of two leading texts on UK LLPs, the other being Palmer’s Limited Liability Partnership Law (reviewed elsewhere on this website).

This book continues to be multi-authored and although there have been some changes to the team, it continues to benefit from the extensive practical experience and expertise of its authors. John Machell QC, the General Editor, is a senior barrister focussing on commercial law including partnerships and LLPs, John Whittaker, the Consultant Editor, is a retired barrister, and many other members of Serle Court chambers are also credited in this edition. Specialist contributions included the chapters on discrimination and whistleblower protection (Susanne Foster, updated for this edition by Clare Murray, Sarah Chilton and Beth Hale), taxation (Colin Ives with assistance from Sean Richardson), and Financial Services Regulation (John Goodhall, updated by Nick Williams.

This 5th edition retains the basic chapter structure of the 3rd and 4th edition, (see further the review of the 4th edn on this website) with a detailed consideration of the law relating to all aspects of an LLP’s life from formation to winding up. In addition to what might be described as standard chapters (such as incorporation, the rights and duties of members, and decisionmaking), it includes chapters on the LLP as a corporate entity, charges and debentures, conversion from a partnership, accounts and audit, the appointment and role of auditors, and investigations and striking off. It also includes many chapters on the separate issues arising on winding up and insolvency. The Appendices include the full text of the Limited Liability Partnerships Act 2000 and the Limited Liability Partnerships Regulations 2001, though not – no doubt due to their length – the Limited Liability Partnerships Regulations 2009.

New sections for this edition include separate sections on the duty to notify changes to the Registrar, forfeiture (including the judgement in Hosking v Marathon), sexual harassment and bullying, permanent health and disability insurance, detriment (in the context of whistleblowing claims), Brexit (in the context of financial services regulation), the term of office of auditors, rectification of the register (including the judgment in Grupo Mexico de CV v Registrar of Companies), and compensation orders in disqualification proceedings. The chapter on accounts and audit now has several new sections including filing derogations for small LLPs and, in relation to non-IAS individual accounts, abridged accounts, reports, micro-entity LLPs and dormant subsidiary LLPs. The chapter on voluntary arrangements has been re-organised to include the new free-standing moratorium. Other new developments covered in this edition include the judgment in McTear v Eade on the clawback provisions of 214A of the Insolvency Act 1986, and a number of judgments on derivative claims. The sections dealing with fetters on decision-making powers has been expanded as the effects of the decision in Braganza continue to be explored by the courts and commentators.

The text continues to highly readable. Although some closely related material is contained in separate chapters, this is inevitable in a book of this length and there are plenty of cross references. The use of numbered paragraphs and chapter subheadings, as well as the detailed contents list and index, assists in ensuring that all relevant material can be located by the reader. There are substantial footnotes directing the reader to relevant primary sources, and often providing considerable further information, although some of the references to cases which do not appear in the main text are easily missed.

This edition therefore continues to be a comprehensive and authoritative source of reference on all aspects of LLP law for practitioners, and also for academics and postgraduate students. The close relationship of LLP law to that of general and limited partnerships, and to limited companies, means that this book will also be of interest to practitioners and researchers in those areas.

Add comment



Comment List

  • None
This website is supported by the Society for Legal Scholars (SLS) Small Projects and Events Fund. The SLS is the learned society for those who teach law in a university or similar institution or who are otherwise engaged in legal scholarship.