Task 1 (50 marks): Formation of an Limited Partnership
Three partners run a mid-sized accountancy practice called Harbour Quay Accountants. All three are qualified accountants, and the firm provides audit, tax and advisory services to Irish SMEs. The practice has twelve senior managers and offices in Dublin and Belfast. Large clients have started to ask about risk management and insurance, and the partners want to move to Limited Partnership (LP) status and rebrand as “Harbour Quay Accountants LP.” They ask you to explain, in this module’s jurisdiction, whether an accountancy partnership like theirs can become an LP and, if so, what the full set-up process looks like from start to finish. The partners plan to grow quickly. One plan is to promote widely so the firm would have sixty-four partners within two years. A more cautious plan would bring the total to fifteen partners for now. They want you to advise clearly on whether the number of partners creates any legal problem for an LP in their sector. A few proposed partners are companies rather than individuals, and two proposed partners are based outside Ireland. One proposed partner is a non-EEA national who plans to move to Dublin to work full-time in the firm.
Question (A): Based on the above factual scenario, advise whether this accountancy firm can obtain Limited Partnership status, the exact steps to complete the process if it can, and the immediate consequences once authorised. Consider any other issues that arise based on the factual scenario.
Task 2 (50 marks): Private Limited Company
Harbour Quay Accountants now wish to stop operating as a partnership and trade as a company called “Harbour Quay Accountants Limited.” They ask you to explain, in Ireland’s jurisdiction, how to create a Private Limited Company. The partners plan to have only one director in their new private limited company. That director will not be resident in the European Economic Area. Finally, the partners are unsure how separate legal personality works. They ask you to discuss this concept and the leading case of Salomon v Salomon & Co Ltd, what this doctrine means for ownership of the firm’s assets and contracts, who will sue and be sued, and what happens to liability for business debts once the company is in place. They also ask you to discuss at least one important exception or qualification to separate legal personality that a professional accountancy company should be aware of.
Question (B): Based on the above factual scenario you must advise Harbour Quay Accountants on how to set up a private limited company. Consider compliance where the company has a single non-EEA-resident director. Advise on separate legal personality with consideration of the case Salomon v Salomon & Co Ltd, and discuss one relevant exception or qualification to separate legal personality for an accountancy firm