St John's Chambers
4 Experts
15 Contributions by St John's Chambers Experts
PRACTICE NOTES
Applicable legislation
A limited partnership is wound up using the approach applied to an ordinary partnership, which in essence tracks and broadly mirrors the unregistered company winding‑up procedure (see SI 1994/2421, art 8 and Sch 4, and Practice Note: Winding‑up a general partnership as an unregistered company).
The liquidation of any corporate partner, and the bankruptcy of any individual partner, take place under the standard insolvency regime, but with adjustments made and given effect by the Insolvent Partnership Order 1994 (IA 1986, s 136(4) as modified by SI 1994/2421, Sch 4).
The Insolvency (Miscellaneous Amendments) Regulations 2017, SI 2017/1119, revise the rules for limited partnerships to bring them into line with the insolvency procedures applicable to other entities following wider reforms.
Of particular relevance to limited partnerships, SI 2017/1119 updates the Insolvent Partnerships Order 1994, SI 1994/2421 (IPO 1994), substituting mentions of ‘the Insolvency Rules 1986’ with ‘the IR
Restructuring & Insolvency
PRACTICE NOTES
Applicable legislation
As amended, the Insolvent Partnerships Order 1994 (IPO 1994), SI 1994/2421, provides that IR 2016, SI 2016/1024, “as from time to time in force”, applies to insolvent partnerships, subject to whatever modifications are needed by the circumstances to give effect to IA 1986 and the Company Directors Disqualification Act 1986 (IPO 1994, SI 1994/2421, Art 18 and Sch 10) (see Practice Note: Partnerships and the disqualification regime). Before 8 December 2017 (and taking account of the transitional and savings provisions in the Insolvency (Miscellaneous Amendments) Regulations 2017), IPO 1994 stated that IR 1986, SI 1986/1925, “as from time to time in force”, applied to insolvent partnerships. That formulation indicates that, save as noted below, the wide-ranging changes to IR 1986 introduced by the Insolvency (Amendment) Rules 2010 with effect from 6 April 2010, also applied to insolvent
Restructuring & Insolvency
PRACTICE NOTES
Applicable law
The common law prior to the Insolvency Act 1986 (IA 1986) embraced a pragmatic rule: when dealing with the estates of an insolvent partnership and its partners, liabilities of the firm should be discharged from firm assets, whilst a partner’s personal liabilities should be satisfied from that partner’s own assets. This rule of convenience kept firm and personal funds separate at first instance, and guided the conduct of overall administration. Where either estate proved insufficient, any shortfall was to be met from any surplus available in the other estate or estates (see Re Rudd & Son). This Practice Note considers the regime relevant to matters within the ambit of the Insolvent Partnerships Order 1994 (IPO 1994), SI 1994/2421. For guidance on what amounts to partnership property in a general partnership, see Practice Note: The nature of a general
Restructuring & Insolvency
PRACTICE NOTES
Applicable legislation
Limited partnerships are established under the Limited Partnerships Act 1907 (LPA 1907). The Partnership Act 1890 (PA 1890), together with equitable principles and the common law relating to partnerships, also governs limited partnerships, so far as consistent with the LPA 1907...
A limited partnership, like a general partnership, does not possess separate legal personality (Re Barnard, Martins Bank v Trustee)...
Insolvency law generally treats limited partnerships in the same way as insolvent general partnerships. The Insolvent Partnerships Order 1994 (IPO 1994), SI 1994/2421, aligns the insolvency treatment of general and limited partnerships. Nonetheless, the IPO 1994, SI 1994/2421 contains certain adaptations that are specific to limited partnerships. These reflect that, for insolvency purposes, a general partner is dealt with under the same rules as a general partner in an ordinary partnership, whereas tailored provisions apply to the limited partner due to the
Restructuring & Insolvency
PRACTICE NOTES
Relevant legislation
Limited partnerships are established pursuant to the Limited Partnerships Act 1907 (LPA 1907). Of note for such structures, the Insolvency (Miscellaneous Amendments) Regulations 2017, SI 2017/1119, revise the Insolvent Partnerships Order 1994 (IPO 1994), SI 1994/2421, substituting citations to the Insolvency Rules 1986, SI 1986/1925, with references to the Insolvency (England and Wales) Rules 2016, SI 2016/1024. Those Regulations also modify the Company Directors Disqualification Act 1986 (CDDA 1986), bringing in several changes to the director disqualification framework, namely: broadening the factors of unfitness to be assessed on a disqualification, lengthening the time limit for issuing a disqualification application to three years, and permitting applications for a compensation order against a disqualified director. For more information, consult the government’s Explanatory Memorandum and the News Analysis: Aligning provisions of general insolvency law—the Insolvency (Miscellaneous Amendments) Regulations 2017...
Restructuring & Insolvency
PRACTICE NOTES
This Practice Note examines the winding-up of an insolvent partnership treated as an unregistered company under the Insolvency Partnerships Order 1994 (IPO 1994), SI 1994/2421, arts 7 and 9, on the petition of a creditor, member, responsible insolvency practitioner (IP) or the Secretary of State, provided no simultaneous petition is issued against a member or members. IPO 1994, Sch 3, and Sch 5 (for a member’s petition) adjust elements of Part V of the Insolvency Act 1986 (IA 1986), which addresses the winding-up of an unregistered company. Note: there is no provision for the voluntary winding-up of a partnership (IA 1986, s 221(4), as modified by IPO 1994, SI 1994/2421, Sch 3 Pt I, para 3).
Background
General partnerships, unlike limited liability partnerships (LLPs), do not possess separate legal personality, so partners remain jointly and severally liable for partnership debts. In the absence of a
Restructuring & Insolvency
PRECEDENTS
ARCHIVED
This Precedent is archived and is no longer maintained. This Precedent, together with any drafting notes, is intended for use in proceedings begun in the courts of England and Wales on or before 31 December 2020 where the transitional jurisdiction provisions in Articles 67 or 69 of the Withdrawal Agreement are satisfied...
Claim No. [ insert claim number ].
[ IN THE HIGH COURT OF JUSTICE
[ BUSINESS AND PROPERTY COURTS
[ OF ENGLAND AND WALES OR IN [ insert location ] OR [ Specify division ] [ Specify specialist court ] [ Insert location ]
DISTRICT REGISTRY
THE COUNTY COURT AT [ insert location ]
[ BUSINESS AND PROPERTY COURTS LIST
Between
[ Party A ] Claimant
and
[ Party B ] Defendant ]
Reply to Defence
Jurisdiction
The Claimant disputes paragraphs [ X ]–[ Y ] of the Defence, concerning the Court’s jurisdiction to adjudicate this matter, for the following
Dispute Resolution
PRECEDENTS
ARCHIVED
This Precedent is archived and no longer maintained. This case study assists with the registering of a judgment in line with the enforcement provisions contained in Regulation (EC) 44/2001, Brussels I (Chapter III, section 2)...
Dispute Resolution
PRECEDENTS
ARCHIVED: This Precedent is archived and no longer maintained. It, together with its drafting notes, is intended for proceedings issued in the courts of England and Wales on or before 31 December 2020, where the transitional jurisdiction provisions in Articles 67 or 69 of the Withdrawal Agreement are satisfied.
Claim No. [ insert claim number ].
[ IN THE HIGH COURT OF JUSTICE [ BUSINESS AND PROPERTY COURTS [ OF ENGLAND AND WALES OR IN [ insert location ] OR [ Specify division ] [ Specify specialist court ] [ Insert location ] DISTRICT REGISTRY THE COUNTY COURT AT [ insert location ] [ BUSINESS AND PROPERTY COURTS LIST
Between [ Party A ] Claimant and [ Party B ] Defendant
Defence
Introduction
For the reasons set out below, the Court has no jurisdiction to determine this claim.
...
Dispute Resolution
PRECEDENTS
Claim No.
[ enter claim number ].
[ BEFORE THE HIGH COURT OF JUSTICE [ BUSINESS AND PROPERTY COURTS [ OF ENGLAND AND WALES OR AT [ enter location ] ] ] [ State division ] [ Name specialist court ] [ Enter location ] DISTRICT REGISTRY OR THE COUNTY COURT AT [ enter location ] [ BUSINESS AND PROPERTY COURTS LIST ] ]
In relation to Council Regulation (EC) No...
Dispute Resolution
PRECEDENTS
ARCHIVED :
This Precedent is archived and no longer maintained. It is intended for use in lodging a judgment in accordance with the enforcement measures prescribed by Regulation (EC) 44/2001, Brussels I (Chapter III, section 2)...
Dispute Resolution
PRECEDENTS
Submitted for the applicant
Witness statement of [ insert initial and surname of witness ]
Statement number: [ insert number of witness statement in relation to the witness ]
Exhibit references: [ insert initials and number of each exhibit referred to ]
Date of statement: [ insert date ] [ Date of translation: [ insert date ] ]
Claim No: [ insert claim number ]
[ IN THE HIGH COURT OF JUSTICE [ BUSINESS AND PROPERTY COURTS [ OF ENGLAND AND WALES OR IN [ insert location ] ] ] [ State division ] [ State specialist court ] [ Insert location ] DISTRICT REGISTRY OR THE COUNTY COURT AT [ insert location ] [ BUSINESS AND PROPERTY COURTS LIST ] ]
Concerning Council Regulation (EC) No. 44/2001
And concerning the judgment of [ Court of Origin ] dated [ Date
Dispute Resolution
![Drafting note: N244 application to declare ineffective service of claim form served out without permission (England and Wales) — guidance on wording, evidence, hearing and service [Archived]](images/default-source/pa-pool/4.tmb-small.jpg)
PRECEDENTS
ARCHIVED
This Drafting Note is archived and no longer maintained. STOP PRESS: Form N244 was revised on 30 June 2022 and we are updating our templates to reflect this. The official version of the new form is available here. There are only limited scenarios in which a claimant does not need permission to serve the claim form outside England and Wales. To check whether permission was required, see Practice Note: Cross-border service—is permission required to serve a defendant who is outside England and Wales?
Related Precedents
Witness statement supporting an application for an order stating that service of the Claim Form without the Court’s permission was ineffective
Draft order stating that service of the claim form without the court’s permission was ineffective
General points
The application should be made using Application notice: Form N244. In the Commercial Court, the relevant court form is
Dispute Resolution
PRECEDENTS
Submitted on behalf of the respondent
Witness statement provided by [ insert initial and surname of witness ]
Statement number: [ insert number of witness statement in relation to the witness ] for this witness herein
Exhibits referenced: [ insert initials and number of each exhibit mentioned ] as described where applicable
Date the statement was made: [ insert date ] [ Translation date: [ insert date ] ]
Claim No. [ insert claim number ]
[ IN THE HIGH COURT OF JUSTICE [ BUSINESS AND PROPERTY COURTS [ OF ENGLAND AND WALES OR AT [ insert location ] ] ] [ Specify division ] [ Specify specialist court ] [ Insert location ] DISTRICT REGISTRY OR THE COUNTY COURT AT [ insert location ] [ BUSINESS AND PROPERTY COURTS LIST ] ]
In the matter of Council
Dispute Resolution
If you expected to see yourself on this page, click here.
