We have established many partnerships and LLPs, creating their partnership and members’ agreements to reflect the business model and culture our clients wish to have.

Our knowledge and experience of ownership and remuneration structures enables us to add value when clients are establishing an appropriate business model.

The majority of professional service firms now carry on business through an LLP. Many have previously been general partnerships. The process of conversion consists of the transfer of the existing business to a newly formed LLP and the adoption of a members’ agreement. We have assisted many professional service firms in deciding whether or not to convert. Where the decision has been to convert, we have guided clients through the process, ensuring that it is efficient and painless.

There is a growing awareness among professional service firms of the advantage of adopting more sophisticated business structures as a response to the change in domestic and overseas tax regimes. Restructurings are a growing feature of our practice, often resulting in combinations of LLPs and companies within a group structure. These are projects which can involve consideration of the overseas regulatory environment and require us to work as a team with our client’s senior management and other advisers.

Partnerships & LLPs experience

  • Advised Bond Dickinson LLP on its transatlantic combination with US firm Womble Carlyle Sandridge & Rice to form Womble Bond Dickinson LLP.

  • Advised Town Legal LLP on changes to its constitutional arrangements to accommodate growth during phase two of its development, following the successful transition from phase one.

  • Acted for the successful petitioner in the reported case of Eaton v Caulfield & Others [2011] BCC 386 which is the first reported case on the application of the unfair prejudice provisions of the Companies Act 2006 to limited liability partnerships.

  • Advised Michelet & Co Ltd, a Norwegian law firm, on its merger with Schjødt.

  • Acted for a national law firm which had exercised its right to retire compulsorily one of its members – the case was settled successfully in a mediation shortly after the retiring partner had commenced arbitration proceedings.

  • Advised Bircham Dyson Bell LLP on its merger with Pitmans LLP.

  • Acted for a major law firm in respect of allegations of sexual misconduct by a partner against a member of staff.

  • Advised our Turner Prize winning architect clients on a restructuring of their business into an LLP.

  • Acted for a national accountancy firm regarding the acquisition of a partner and his team from another firm, including the alleged breach of post-termination restrictive covenants.

  • Advised a top 10 accountancy practice on its conversion from a partnership to an LLP.

  • Acted for partners in claims for fraudulent misrepresentation following their departure from their firm.

  • Obtained important interim injunctive relief on behalf of a leading law firm against a departing member for alleged breaches of the firm’s LLP Agreement, including the protective covenants.

  • Acted for a leading international accounting, tax and advisory firm in connection with its dispute with a retiring partner wishing to withdraw his resignation notice, and holding another departing partner to his garden leave by obtaining undertakings from him.

  • Acted for Vestra Wealth LLP against UBS Wealth Management in one of the largest team moves seen in the City of London and in respect of which UBS issued an application for injunctive relief to prevent the move from happening. The principles derived from the case are now routinely used both by parties wishing to orchestrate a team move and parties wishing to prevent them

  • Acted in international arbitral proceedings for a former English partner of a US law firm in his claim for capital contributions, in conjunction with US lawyers.

  • Advised a law firm operating as an ABS on its conversion to LLP. This involved advising on and putting in place new constitutional arrangements to reflect the strategic priorities of the client.

  • Advised Andrews Kurth Kenyon LLP on its transatlantic combination with US firm Hunton & Williams LLP to form Hunton Andrews Kurth LLP.

  • Advised our client, a Switzerland headquartered law firm, on the structuring and establishment of its London office.

  • Advised Wilson Sonsini Goodrich & Rosati P.C. on the establishment of its London office.

  • Acted for senior equity partner pursuing an eight-figure discrimination claim against his law firm in the Employment Tribunal, settling the claim on confidential terms shortly before the hearing

  • Defended an international law firm in age and disability proceedings brought by a former senior partner, successfully resolving the dispute before a public hearing.

Partnerships & LLPs FAQs

Companies and LLPs both offer the advantage of limited liability for business owners and managers. LLPs are favoured in professional services, where the flexibility and partnership-like culture are key. Companies offer benefits where profits are intended to be retained year to year and where outside investment is likely. There are many other factors and choosing between the two is most easily done at the very outset of a business, although later conversion is possible.

Individual members of an LLP are protected by limited liability status from bearing the risk of the actions or inactions of fellow members. This is the fundamental difference between the position of partners in a general partnership and the members of an LLP, and one of the principal benefits envisaged by those who become members of an LLP. However, there are some exceptional situations in which an LLP member may still incur personal liability.

All LLP members have the same rights and duties towards the LLP and these are governed by the Limited Liability Partnerships Act and by any Members’ Agreement, but additional duties are placed on designated members in relation to the signature and filing of certain documents. A designated member does not have any additional rights in respect of managing an LLP unless the members have agreed this will be the case.

"They are very good in understanding our commercial aims and working to find solutions to achieve those."

Chambers UK 2024

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Legal 500 2024

"The team at Fox Williams are all over the detail and totally up to date with market trends. They understand our business, which allows them to tailor their approach specifically."

Chambers UK 2024



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