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Legal updates: LLP default rules on sale of entire business

Sophie Brookes and Debbie Shaw examine the default rule in LLP disposal and importance of carefully drafted LLP agreements in Ross, shareholder disputes in Magic Investments, ID verification at Companies House, and NSIA call-in powers in FTDI Holdings

Default rule dilemma: unanimous consent required for disposal of LLP’s entire business

In Ross v Phillips & Ors [2025] EWHC 2058 (Ch), the High Court held that the transfer by a limited liability partnership (LLP) of its entire property portfolio was invalid due to the absence of unanimous member consent.

The case highlights the significant, and often unintended, consequences of not having an express limited liability partnership (LLP) agreement in place, resulting in the application of statutory default rules instead.

LLP default rules

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