England and Wales, Northern Ireland
A partnership is, "the relation which subsists between
partners carrying on a business in common with a view to profit",
s.1 Partnership Act 1890.
Partnerships can be created orally but partners often draw up
an agreement in writing called Articles of Partnership, Partnership
Agreement or Partnership Deed. This sets down how the partnership
is to work and also the rights and obligations of each partner. The
agreement can be changed at any time if all the partners agree to
do so.
Unlike a limited company (e.g. Marks and Spencer PLC) where
shareholders' liabilities are limited to the fully paid-up value of
their shares, partners are jointly and severally liable for the
full value of any partnership debts.
Another difference is that partnerships have no separate
legal existence of their own, the firm's name is merely that, it is
not a legal entity: e.g. when suing a limited company, you sue the
company itself, not the directors or staff. But when you sue a
partnership you sue the partners themselves.
Note if the deceased has an interest in a partnership formed
under another jurisdiction e.g. Scotland - refer the case to your
manager before taking any other action.
Scotland
In Scotland the partnership (or firm as it is more correctly
referred to in Scotland) is a legal personality distinct from the
persons who compose it. The Partnership Act 1890 provides that
“In Scotland, a firm is a legal person distinct from the
partners of whom it is composed, but an individual partner may be
charged on a decree or diligence directed against the firm and on
payment of the debts is entitled to relief pro rata from the firm
and its other members.” The partnership property is held by
all the partners jointly and one of the consequences of this is,
that all heritable property belonging to the partnership is
moveable quoad succession since the only right in it which any
partner possesses is a mere jus crediti. Moreover, since the firm
is a separate legal personality, it has long been held that
partnerships may sue and be sued in the firm name.
