ATP 105 Professional Ethics 2016

LECTURE 21 THE ADVOCATES FIRM

Course Instructor Stephen Mallowah LLB, LLM, MSc

ORGANIZATION

Sole proprietorships
General partnerships
Limited liability partnerships

PARTNERSHIPS ACT

partnership means the relationship which exists

between persons who carry on business in common with a
view to making a profit;
partnership agreement means an agreement between,
persons carrying on business in common with a view to
making a profit;

 Liability of partners
(1) Each partner in a partnership has unlimited liability.
(2) To be a limited partnership, a partnership shall have
(a) one or more general partners, each with unlimited
liability; and
(b) one or more registered limited partners, each with
limited liability

GENERAL PARTNERSHIPS
7. The carrying on of partnership business
(1) Each partner in a partnership shall have responsibility for the business of
the partnership.
(2) A partnership shall be capable of
(a) suing and being sued in its own name;
(b) entering into contracts and owning or holding property for the purposes of
the business of the partnership; and
(e) subject to the partnership agreement, providing continuity for the
partnership business despite a change in the partners.
(3) Each partner shall be an agent of the partnership for the purpose of the
business of the partnership.

 8. Partnership to have unlimited capacity

(1) Subject to section 9, the capacity of a partnership as a legal
person is
unlimited.
(2) A partnership shall not employ a partner as an employee of the
firm.
9. Incapacity to commit offences
A partnership is not capable of committing an offence except so far
as is
provided under any written law.

LIMITED LIABILITY PARTNERSHIPS ACT OF 2011 AND LAW

FIRMS

S 6(2) On being registered the LLP becomes a body

corporate with perpetual succession with a legal
personality separate from that of its partners
S10 a person is not personally liable directly or indirectly
for an obligation referred in subsection one only because
they are limited partners
A partner is not solely liable for the wrongful act or
omission of another partner of the LLP
Liabilities of an LLP are payable out of the properties of
the LLP

 LLP has a legal personality separate from the

individual partners and liability of the LLP is limited
to its property

ISSUES WITH LLPS

S 2 Advocates Act- Who is an advocate?
S 9- qualifications to act as an advocate
S 31- no unqualified person shall act as an advocates
S 34- no unqualified person shall take instructions or draw up
certain documents
Can a firm registered as an LLP do these things?
Partnerships under the Partnerships Act enable the partners to carry
out their work as advocates, the LLP Act separates the legal entity of
the LLP from the partners
S 46(b) of the Advocates Act condemns agreements limiting liability

 There is an advantage to members to limit liability of the

firm but the legal framework must be changed to
accommodate this

NAMES OF FIRMS

Trend of registering initials of partners. Is this proper?

Rule 12 of the Advocates practice rules- a firm should be
named after its present or past members
Council has power to waive this condition under rule 14
but leave must be sought before registration of the same.