Welcome to the Curwens Newsletter
Keeping you up to date with legal news and developments.
Our aim is to inform and support you as our business and private clients so that we can continue to work with you sucessfully in the future. If you want us to feature any particular legal topics, please contact us at enquiries@curwens.co.uk
What is Associative Discrimination?
The Tribunal has recently given an important judgement in the long running case of Attridge Law v Coleman.
The EAT has upheld the Tribunal’s original decision to the extent that there has been a new addition to Section 3A (5A) of the Disability Discrimination Act;
Under section 3A (5A) a person also discriminates against a person if he treats him less favourably than he treats or would treat another person by reason of the disability of another person.
Who will benefit from the new wording?
In light of this wording, it is clear that the Disability Discrimination Act should now be construed in a wider sense. The EAT’s decision will benefit employees who carry out the role of unpaid carers and/or others who are subjected to a detriment on the basis of their association to, most commonly, disabled people.
Problems for employers
As the equal treatment framework directive also covers discrimination based on religion or belief, age or sexual orientation, employees should also be protected from associative discrimination on these grounds.
Employers are therefore advised to be careful when considering requests for example, for flexible working arrangement from employees who have care and responsibility for disabled or elderly people, and also to check their recruitment and equal opportunity policies in the light of this decision.
The equality bill currently before Parliament also extends the law, so that it protects people from discrimination or harassment because they are associated with someone with a relevant characteristic related to age, disability, gender or from discrimination in relation to perception.
For further and more extensive advice on this matter, please contact a member of the Curwens LLP employment law team.
Why do I need Curwens?
If the worst happens and you're facing a tribunal claim, you can rely on Curwens to provide a comprehensive, professional and above all, cost effective employment claims handling service.
We will consult with you at every stage to decide which is the best way forward. We will not spend your money needlessly - you will be fully informed at every stage as to your chances of success.
Employment Seminars
Curwens run an occasional series of seminars covering topical subjects in Employment Law. We maintain a client mailing list for these seminars. If you would like to join it just let us know at enquiries@curwens.co.uk
We can also conduct in-house training sessions on aspects of Employment Law, including running a disciplinary hearing, maternity rights and the protection of confidential information.
For further information or to discuss any employment law issue please contact one of our experts at employment@curwens.co.uk
article by Kaajal Nathwani
Prompt Pay
"Cash is king"
How many times have we heard that in business – and it’s never been more true, particularly when we’re in the depths of a cruel recession or even if we are on the way out (depending on which politician or economist you believe).
Whatever the current position, the hard fact is that a full order book and a large bundle of unpaid invoices won’t pay the tax bill unless and until converted into hard cash in your current account …… but how often have you done the work for your customer only then to be told “there’s no-one in to sign the cheque” or “the cheque’s in the post”. Those are well known stalling tactics to keep the cash in your customer’s Bank account, not yours.
If your patience (or even worse your Bank Manager’s patience) is exhausted, give Curwens a ring. We offer a fixed price debt collection service known as Prompt Pay. The initial demand letter is only £40 plus VAT and most debtors pay up at that early stage. If you have no interest clause in your Terms and Conditions, make sure you get them re-drafted (we can do that for you!) but we can also claim interest for you within any Court proceedings.
So, no more excuses ... call Curwens now on 0208 363 4444 and quote “Prompt Pay” or e-mail lale.hussein-doru@curwens.co.uk.
Company Commercial
Partnership to LLP Conversions
What is an LLP?
A limited liability partnership (or LLP) is a hybrid between a traditional partnership and a limited liability company. It is its own legal entity and it offers not only the tax regime available to partnerships but also the limited liability available to company shareholders. The owners of the LLP are known as Members, which is similar to (but not to be confused with) shareholders in a limited liability company.
Partnership to LLP Conversions
LLPs have been available now since April 2001. Many professional partnerships have now taken the opportunity to convert to LLP status (Curwens has recently undergone such a conversion itself). There are many different reasons to convert to an LLP, however, the clear advantages of running your business through an LLP are that the members are not liable for the contract liability either to customers or suppliers or for negligence of the LLP or its employees, the LLP being its own legal entity, (A note of caution is that banks and Landlords may seek to get round this by asking for personal guarantees as for a small limited company). There is no need to transfer assets each time a member/partner retires or a new member/partner joins. The tax treatment of the members of the LLP is similar to that for partners which may be beneficial.
Benefits of LLP Status
There are quite a number of perceived benefits:
• Limited liability of the members;
• The LLP can contract and hold assets in its own name;
• An LLP is perceived as a modern structure and an opportunity to re-brand and update existing systems;
• It may be easier for an LLP to recruit or retain staff.
The key to a smooth transition is planning
Clearly the process of converting to an LLP has to be thought through and planned well in advance. Consider the following:
A point to note
One thing to note at the very start of considering a conversion to LLP is the financial transparency requirements. The LLP’s accounts have to be made available at Companies House for the public record. This may put some partnerships off the idea of converting, however, if turnover is less than £5.2 million and / or you have less than 50 employees then abbreviated accounts can be submitted.
Registrations with professional bodies
Professional partnerships will be regulated by or registered with their professional body such as the Institute of Chartered Accountants in England & Wales. The registration of the LLP will need to be approved by those bodies before you go ahead with the transfer and in fact it would be a good idea to make that one of the first items on your agenda.
Branding
It would be a great opportunity to re-brand your business. If so you will need to update your website, marketing materials, letterhead and other business stationery.
Employees
You must consider the employee consultation process under the Transfer of Undertakings (Protection of Employment) Regulations 2006. It is important to take advice from your employment solicitor before starting this process. It will be expensive if you get it wrong!
Contracts
You will need to notify all your suppliers, banks, clients and staff that their contracts will be taken over by the LLP and that any invoices or bills outstanding will from the effective transfer date be owed to the LLP not the partnership. This notification process can be an opportunity to sell the benefits of your new business entity to your customers, i.e. use it as a marketing exercise, and to promote your new website etc. Point out to them that the conversion to LLP will benefit them in terms of increased openness and an improved management structure.
Banking
You will need to set up a new bank account which may be a good time to review your banking arrangements. An LLP can offer a debenture over its assets which can be attractive to a bank. You may wish to shop around to see what better deal you can get! As mentioned earlier, with any banking facility, the bank may require personal guarantees from the members.
Leases
You will need to budget for the legal fees of your landlords in seeking their consent to the assignment of your lease to the LLP and related authorised guarantee agreement (“AGA”). Under an AGA the original partners will be liable under the lease if the LLP defaults until such time as the lease is assigned on again or the end of the current term of the lease, whichever comes first. On a renewal of the lease the personal guarantees should fall away.
One piece of good news is that property transferring from a partnership to an LLP is exempt from Stamp Duty Land Tax (SDLT).
Other Assets
All assets of the partnership (as listed above) and any other assets such as goodwill, will be transferred and documented in an asset transfer agreement and the LLP will give the partners an indemnity where any potential liability remains. Check for any assets being used to run the partnership but not owned by the partnership that will be transferred into the LLP.
Members’ Agreement
You will need to consider the current terms of your partnership agreement and see what elements of it will need to transfer to the members’ agreement. Although not a legal requirement, it is highly advisable to have such a written document in place to regulate the members’ relationship with each other and the LLP for what will be, hopefully, a very successful future.
If no agreement is in place, the rights and duties of the members will be determined by default regulations in the LLP legislation, e.g. all members share equally in capital and profits and participate in the LLP's management. It is rare for members of the LLP to want all these default provisions to apply.
Other matters to consider
• Will all partners in the old partnership become members of the new LLP?
• Who will be the Designated Members?
• What classes of members (full, salaried, fixed share) will there be if any?
• What capital will be put into the LLP?
• What will the management structure be?
And finally…
Curwens has considerable experience of carrying out LLP conversions for traditional partnerships and has now worked to convert our own firm to LLP status.
To discuss your particular situation on a confidential basis, please contact:
Simon Moffat on 01992 463 727 (Hoddesdon office) simon.moffat@curwens.co.uk
Peter Poole on 0208 363 4444 (Enfield office) peter.poole@curwens.co.uk
article by Simon Moffat
We're always pleased to hear from our clients and contacts - either via our website www.curwens.co.uk or by email to enquiries@curwens.co.uk. If you know of anyone who would like to be added to the circulation list, please let us know and also notify us of any changes to your contact details.
Disclaimer - this newsletter has been provided by Curwens LLP as general guidance only and cannot be taken as legal advice. Curwens LLP will not be liable for any loss, direct or consequential, suffered by anyone acting or omitting to act as a result of the contents of this newsletter. Curwens LLP will be happy to give you legal advice on any of the above points and can be reached on our contact details below.
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