Partnership at will meaning

Number and identity of the partners How many partners will there be, and who are they? What is each partner’s status: individual, company, another partnership, or other entity/body? Do all partners possess the requisite qualifications? Will any be salaried or fixed‑share partners? What rights and duties will they hold? Will they sign and be bound by the partnership agreement? Can new partners be brought in; if so, must they sign a deed of adherence? Is unanimous approval required to admit new partners? Business details What activities will the partnership undertake? Is it an ongoing venture or a one‑off project (or projects)? Are any regulatory consents, approvals and licences needed? What will the partnership be called; does the name clash with an existing one? Carry out searches at Companies House and the Trade Marks Registry. Will a domain be needed; check availability and register it. Where will the partnership...

Identity of new partner What are the full name and address for the incoming partner? Is the prospective partner bound by any limits under current agreements or restrictive covenants (eg employment, partnership, joint venture, finance documentation) that could affect their capacity to enter or commit to the partnership? Business details Will the partnership’s business continue on the same basis after the new partner is admitted? Will the partnership’s name change after the new partner has been formally admitted? Will the business premises change at all? If the partnership is registered for VAT, who will notify HMRC of a change in partners for VAT purposes? If the partnership is registered for PAYE and employer’s NICs, who will notify HMRC of a change in partners for these purposes? Will the new partner need to register for employee’s NICs themselves? Partnership agreement and other documentation How does the current partnership agreement address...

In this issue: Intellectual property Pharmaceutical—regulatory framework Research and development Competition in life sciences Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Intellectual property Haemophilia gene therapy patent valid and infringed (Pfizer v uniQure) The Patents Court rejected Pfizer’s attempt to revoke uniQure’s EP(UK) 3,581,650 (EP 650), which claims a “Factor IX polypeptide mutant and a method for its production” and underpins uniQure’s haemophilia therapy, Hemgenix. As a consequence, Pfizer cannot, for now, introduce its gene therapy Beqvez—approved by the EMA on 24 July 2024—in the UK, although it has indicated it will appeal. Pfizer accepted that, if EP 650 stood, it would infringe, but maintained the patent was invalid, alleging the particular amino acid substitution was obvious and devoid of inventive step in light of a single prior art reference. The court placed considerable reliance on secondary evidence reflecting what research groups were actually doing...

On 18 July 2025, the Commission issued administrative guidance on the EU AI Act’s rules for GPAI models, designed to clarify scope, core concepts and how these interact with a related code of practice. The guidance sets out key legal terms to map the reach of the EU AI Act’s global partnership and artificial intelligence (GPAI) regime and pinpoint which businesses must comply. An initial draft was released in April 2025 to gather views from stakeholders. Following that consultation, the Commission’s AI Office outlined the principal revisions to EU Member States at a European AI Board meeting in late June 2025. The GPAI provisions will apply from 2 August 2025... Definition of GPAI models The guidance introduces a quantitative test to determine whether a model qualifies as a GPAI model—and is therefore within the AI Act’s remit—based on the computing power used for training. The benchmark, set in the early draft at 10²² floating-point operations per second, or FLOPs, has been increased to 10²³ FLOPs, aligning with the...

Wuhu Ruyi Xingo Investment Partnership v European Topshoro S.a.r.l [2025] SGCA 32 What are the practical implications of this case? Unless Orders are ordinarily directed at parties who have failed to comply with court directions (for instance, to give disclosure), particularly where the court views the breach as intentional. The fall-out from ignoring an Unless Order is deliberately stringent, potentially resulting in pleadings being struck out or the claim being dismissed entirely. This decision underscores that Unless Orders are to be observed to the letter as mechanisms to secure obedience to court orders, and that the court will not allow parties to indulge in tactical manoeuvres by selectively ignoring Unless Orders. The judgment further clarifies that these principles equally govern matters involving international arbitration and the New York Convention. The court rejected the proposition that this amounts to a novel basis to resist recognition or enforcement of arbitral awards, and dismissed the appellant’s case that strict adherence to Unless Orders should be relaxed when enforcing arbitration awards under...

Taxation regime What factors determine tax liability in your jurisdiction (eg domicile, residence or citizenship)? Türkiye’s tax landscape is intricate, operating through numerous laws, regulations, communiqués and subsequent amendments. The key legislative instruments include: Tax Procedure Law No. 213 (10 January 1961) Corporate Tax Law No. 5520 (21 June 2006) Value Added Tax Law No. 3065 (2 November 1984) Stamp Tax Law No. 488 (11 July 1964) Income Tax Law No. 193 (6 January 1961) Broadly, the Turkish Tax System is considered under three headings: (i) income taxes, such as individual income tax and corporate income tax; (ii) taxes on expenditure, including Value Added Tax (VAT), the Banking and Insurance Transactions Tax and Stamp Tax; and (iii) taxes on wealth, for example Property Tax and Inheritance and Gift Tax. For natural persons, residency, ownership of property and citizenship are key in determining which taxes apply in Türkiye. An individual’s tax burden is mainly linked to their earnings,...

Variation of Will or intestacy after death—Q&As An instrument of variation can be used to alter how a deceased person’s estate is distributed under a Will or on intestacy. It is commonly executed by deed. To secure effectiveness—typically to obtain favourable inheritance tax (IHT) and capital gains tax (CGT) treatment under section 142 of the Inheritance Tax Act 1984 (IHTA 1984) and section 62(6) of the Taxation of Chargeable Gains Act 1992 (TCGA 1992)—certain formalities must be met. These include that the deed is in writing, contains the requisite statement applying the statutory provisions, is not made for any extraneous consideration, and is signed by all relevant parties, including the deceased’s personal representatives (PRs) where additional tax would otherwise arise. For guidance on deeds of variation, see Practice Note: Variation of Will or intestacy after death. See also Practice Note: Post-death rearrangements. Compliance with these requirements will usually deliver the intended IHT and CGT position. The formalities for execution of variation should be followed accordingly. Precedent deed of variation...

The Immigration Rules set out comprehensive schedules of actions expressly banned and clearly allowed for visitors of all kinds. When deciding an application for entry clearance, leave to enter or remain as a visitor, the Home Office assesses whether all the proposed activities amount to any banned conduct or sit within the permitted activities for the relevant visitor route and category applied for. Certain activities are only permitted where visitors satisfy further eligibility criteria set out in and detailed within the Immigration Rules, Appendix V: Visitor, paras V 5.1-V 15.4. For more detail and context, see Practice Note: Visitor: eligibility—Additional eligibility requirements for specific types of visitor applicants. Each time a visitor seeks to enter at the frontier, unless using an eGate, they will normally be asked to explain clearly what they plan to do in the UK and for how long in total. A visitor is expected to have, and be able to state plainly, one or more reasons for coming to the UK. Where a person already possesses...

This Agreement is entered into on [ insert date ] (the Commencement Date) by and between: Parties [ insert supplier name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Supplier); and [ insert customer name ], a company incorporated in England and Wales, whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (Customer). Each of the Supplier and the Customer is a party, and together the Supplier and the Customer are the parties. Background The Supplier is [ an experienced software developer and ] [ insert the Supplier’s background details and the background to the relevant transaction ]. The Customer is [ insert the Customer’s background details ]. Subject to this Agreement, the Supplier shall develop software for the Customer and will licence (or arrange...

Dated [ date ], this Agreement is entered into between the parties identified below. Parties [ insert name of Customer ] [ of OR a company incorporated in [ England and Wales ] with registered number [ insert registered number ] and whose registered office is at [ insert address ] ] (the Customer) [ insert name of Supplier ] [ of OR a company incorporated in [ England and Wales ] with registered number [ insert registered number ] and whose registered office is at [ insert address ] ] (the Supplier) Each of the Supplier and the Customer is a party; together, they are the parties. Background The Customer carries on the business of [ insert description ]. The Supplier conducts the business of providing [ insert description of services ] to other businesses. The parties have agreed that the Supplier will provide services to the Customer on the terms contained in this Agreement....

1 Policy statement The Company is committed to advancing equality, diversity and inclusion (EDI). By this we mean: equality: delivering fair treatment and equal opportunity for all employees, workers and job applicants, and eradicating unlawful discrimination; diversity: acknowledging, respecting and valuing the differences in our people’s protected characteristics, backgrounds, skills and experience, and encouraging gender, age and ethnic diversity, alongside diverse physical ability and neurodiversity across our workforce; inclusion: creating a fair, safe workplace for everyone that values difference and enables each person to be themselves, reach their potential and thrive at work. The Company will not unlawfully discriminate against any employee, worker or job applicant on the basis of any protected characteristic recognised by current legislation, namely: age; disability; gender reassignment; marriage or civil partnership status; pregnancy and maternity; race (including colour, nationality and ethnic or national origin); religion or belief; sex; or sexual orientation...

BREXIT At 11pm (GMT) on 31 December 2020—known as ‘IP completion day’—the transition/implementation period entered into following the UK’s withdrawal from the EU came to a close. From that point onwards, key transitional arrangements came to an end and wide‑ranging changes started to take effect across the UK’s legal regime. This document provides guidance on subjects affected by these changes. Before continuing your research, see: Brexit and financial services: materials on the post‑Brexit UK/EU regulatory regime [Archived]. This Q&A assesses the impact of Brexit on passporting in the insurance sector, outlines the options available to insurers to continue to access the European Economic Areas (EEA), and highlights the factors for insurers to take into account in their contingency planning. This Q&A is produced in partnership with Clare Swirski at Clifford Chance. What are the main aspects of passporting under Solvency II?...