Limited Liability Partnership
The Highest degree of
Type of Company
A limited liability partnership is a new form of legal business entity with limited liability. Limited liability partnerships are taxed as partnerships but in most other respects they are very similar to companies. They must have at least two, formally appointed, designated members at all times. (Designated members are similar to executive directors and the company secretary of a company). If there are fewer than two designated members then every member automatically becomes a designated member.
Key Corporate Features
|Type of entity:||LLP|
|Type of law:||Common|
|Shelf company availability:||Yes|
|Our time to establish a new company:||1 day|
|Minimum government fees (excluding taxation):||Not Applicable|
|Double taxation treaty access:||No|
|Standard currency:||Not applicable|
|Permitted currencies:||Not applicable|
|Minimum paid up:||Not applicable|
|Usual authorised:||Not applicable|
Directors or Managers
|Minimum number:||Not applicable|
|Local required:||Not applicable|
|Publicly accessible records:||Not applicable|
|Location of meetings:||Not applicable|
|Minimum number of Designated Members:||2 must be responsible for the affairs of the LLP|
|Maximum number:||No Limit|
|Publicly accessible records||Yes|
|Location of meetings||Anywhere|
|Local or qualified:||Not applicable|
|Requirement to prepare:||Yes|
|Audit requirements:||Yes, but small company exceptions|
|Requirement to file accounts:||Yes|
|Publicly accessible accounts:||Yes|
|Requirement to file annual return:||Yes|
|Change in domicile permitted:||No|
UK LLP’s provided by our Firm must be formed with a view to making profit and for the purpose of undertaking the international trade of goods or services either as principal or agent or for the provision of consultancy or related services.
International UK LLP’s established by us have pre-prepared operating agreements which preclude UK resident members, the undertaking of business in the UK, the ownership of property or shares and the sale of membership interests within the UK.
Principal and Corporate Legislation
Limited Liability Partnership Act 2000.
The Income and Corporation Taxes Act 1988 (as amended).
Every limited liability partnership must at all times have at least two, formally appointed designated members. (Designated members are analogous to the executive directors and the company secretary of a company). The designated members are responsible for (in case the LLP generates income within UK, only):
Appointing an auditor (if one is needed);
Signing the accounts on behalf of the members;
Delivering the accounts to the Registrar;
Notifying the Registrar of any membership changes or changes to the registered office address or name of the limited liability partnership;
Preparing, signing and delivering to the registrar an annual return (Form LLP363); and
Acting on behalf of the limited liability partnership if it is wound up or dissolved;
Designated members are liable in law for failing to carry out these legal responsibilities. If there are fewer than two designated members then every member is deemed to be a designated member. (The limited liability partnership may have decided that all members will be designated members or that only some members will be designated).
With the agreement of the other members, a member may become a designated member at any time. Designated members enjoy the same rights and owe the same duties towards the limited liability partnership as any other member. These mutual rights and duties are governed by the limited liability partnership agreement and the general law. However, the law also places additional responsibilities on designated members.
There can be an unlimited number of members.
Procedure to Incorporate
By submission of the Incorporation Document Form LLP2, together with the registration fee to the Registrar of Companies.
The following are to be confirmed to the Registrar of Companies on registration of a limited liability partnership: the name of the limited liability partnership:
The name of the limited liability partnership
The address of the registered office
The names and addresses of each of the corporations or individuals who are the first members of the limited liability partnership on establishment. Where they are individuals their date of birth must also be confirmed
The designated members must be confirmed. The designated members are persons responsible for the statutory compliance of the limited liability partnership and need to be a minimum of two, unless membership of the limited liability partnership drops to one person only a compliance statement signed by a solicitor or first member confirming that the limited liability partnership is being established to carry on lawful business with a view to profit.
Powers of LLP
A Limited Liability Partnership incorporated in the United Kingdom has the same powers as a natural person.
Language of Legislation and Corporate Documents
Shelf LLPs Available
List available upon request
Time to Incorporate
Approx. 8 to 10 days, considering time to certify all documents (subject to name approval).
Any name which is identical or too similar to an existing LLP or company; any name which would be considered offensive or suggests criminal activity; or any name that suggests the patronage of the Royal Family or the Government of the United Kingdom.
Restricted names include the use of the following words:- assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.
Language of Name
Whilst the name of company can be in any language, the documentation must be in English. Any name in a language other than English must be accompanied by a certified translation to ensure that the name is not restricted. However, if the company is incorporated in Wales, documentation in Welsh will be accepted.
Registered Office Required
Yes, must be maintained in the United Kingdom.
Suffixes to Denote Limited Liability
Limited Liability Partnership or the relevant abbreviation.
Disclosure of Beneficial Ownership to Authorities
No, but disclosure may in certain circumstances be required for accounting purposes. (Accounts must be filed and are available for inspection by the public).
The minimum capital contribution is £ 2.
The members exemption from UK tax is only applicable provided that no business or trade is carried out with or within the United Kingdom.
In order to remain this status a limited liability partnership must be a commercial venture operating with a view to profit that is not in liquidation.
Double Taxation Agreements
The United Kingdom is party to more double tax treaties than any other sovereign state. However, access to treaty benefits for UK LLPs is determined by the residence of members, consequently International UK LLP’s cannot benefit from UK treaty access.
- 1 UK LLP Limited Liability Partnership
- 2 Tax Exemption
The Highest degree of
- 2.1 Type of Company
- 2.2 Key Corporate Features
- 2.3 Important Information
- 2.4 LLP Information Principal and Corporate Legislation
- 2.5 Designated Members
- 2.6 Members
- 2.7 Procedure to Incorporate
- 2.8 Powers of LLP
- 2.9 Language of Legislation and Corporate Documents
- 2.10 Shelf LLPs Available
- 2.11 Time to Incorporate
- 2.12 Name Restrictions
- 2.13 Language of Name
- 2.14 Registered Office Required
- 2.15 Suffixes to Denote Limited Liability
- 2.16 Disclosure of Beneficial Ownership to Authorities
- 3 Compliance
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