LLP carrying on business with one member for more than six months (LLPA 2000 s.4A)

An LLP is a body corporate with legal personality separate from its members (s.1(2) LLPA 2000), so its members are not normally liable for its debts. Section 4A is an exception. It applies where an LLP carries on business without having at least two members, and does so for more than six months. A person who is a member for the whole or any part of the period after those six months, and who knows the LLP is carrying on business with only one member, is liable jointly and severally with the LLP. That liability covers debts contracted during that later period. The LLP had only one member from 1 January, so the six months ended at the start of July. The September debt was contracted after that, while Joaquín knew he was the only member, so he is personally liable for it. The February debt fell within the first six months and remains the LLP's debt alone.

Why A is wrong: Section 4A removes the protection of limited liability for debts contracted after an LLP has traded with one member for more than six months.

Why C is wrong: Liability under s.4A covers only debts contracted after the first six months of trading with one member, so it does not extend to the February debt.

Why D is wrong: The February debt fell within the first six months, which s.4A does not cover; the administration of Wren's estate is irrelevant.

Why E is wrong: Section 4A applies to any member who knows the LLP is trading with only one member; designated member status is irrelevant.