Incorporating a UK Limited Liability Partnership
Tax exemption – the highest degree of credibility
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
General
- 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
- Corporate taxation – Transparent
- Double taxation treaty access – No
Share capital or equivalent
- Standard currency – Not applicable
- Permitted currencies – Not applicable
- Minimum paid up – Not applicable
- Usual authorised – Not applicable
Directors or Managers – Designated Members
- Minimum number – Not applicable
- Local required – Not applicable
- Publicly accessible records – Not applicable
- Location of meetings – Not applicable
Members
- 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
Company Secretary
- Required – Not applicable
- Local or qualified – Not applicable
Accounts
- Requirement to prepare – Yes
- Audit requirements – Yes, but small company exceptions
- Requirement to file accounts – Yes
- Publicly accessible accounts – Yes
Other
- Requirement to file annual return – Yes
- Change in domicile permitted – No
Important information
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.
Company information
Principal and corporate legislation
Designated members
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.
Members
Powers of LLP
Language of legislation and corporate documents
English.
Shelf LLPs available
Time to incorporate
Procedure to incorporate
- 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.
Name restrictions
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
Suffixes to denote Limited Liability
Disclosure of beneficial owner to authorities
Complicance
Capital
Taxation
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
License fees
Our company licensing services
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