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| LLP Creation Checklist: Legal Requirements | | |
 LLPs are not a separate entity for income tax purposes. Profits and losses are passed through directly to the partners.
Typically, an LLP partner is only personally liable for his or her own negligence or that of an employee working under the partner's direct supervision. The partner is not personally liable for the negligence of anyone else in the firm.
A limited liability partnership in England, Scotland and Wales must have at least two members.
An LLP' partners (members) can be individuals or corporate (another company, partnership, trust or foundation) bodies.
The Companies and LLP Acts impose no restriction on the minimum age of LLP' members. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up an LLP membership on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of an LLP membership.
Under the Companies and LLP Acts, there is no restriction on any or all of the members/partners being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the members of your LLP to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being a member of a UK LLP does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your LLP must have a registered office address within England or Wales; this is the official address of your partnership and will be on the public record as such.
Your partnership must hold its official LLP' documents at its registered office address: its register of members, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
An LLP must exist for business purposes - it is a for-profit legal form. A limited liability partnership can hold property; can borrow money in its own name.
LLPs that do not carry on business as a trade or profession such as an investment company will be subject to corporation tax.
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Company Formation Home Page >> Companies Formations Guidance & FAQs >> FAQs: LLPs Incorporation and Names- UK LLP FORMATION SERVICE. FORMING A LLP IN THE UNITED KINGDOM, Welcome to Coddan online UK Limited Liability Partnership (LLP) formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the UK jurisdiction and the powers granted to British LLPs. We will guide you through the process of registering your partnership and establishing your registered identity. Complete and submit an LLP application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed English LLP within five business days. We will express mail your documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of LLP incorporation packages, offered by Coddan and to find above, what kind of service is included in this or that LLP registration package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the UK LLP incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. The Limited Liability Partnerships Act of 2000 created for the first time a British version of the American limited liability company (LLC). Like its America cousin it is governed by an Operating or Limited Liability Partnership Agreement and can be structured in a way to allow non-UK resident individuals, conducting all their business outside of the UK to enjoy the prestige of a genuine British entity without liability to UK taxes. However, it is important to note that tax consequences may be created in the jurisdiction of management and control and/or the fiscal residence of the beneficial owners depending on double taxation treaties and the specific drafting of the Partnership Agreement.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.usaformation.com) are in Great British pounds.
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WHAT IS A LIMITED LIABILITY PARTNERSHIP? A limited liability partnership (LLP) is a new form of legal business entity with limited liability.
WHAT IS THE DIFFERENCE BETWEEN A UK LLP AND A LIMITED COMPANY? The main difference is that a limited liability partnership has the organisational flexibility of a partnership and is taxed as a partnership. In other respects it is very similar to a company.
WHO CAN FORM A LIMITED LIABILITY PARTNERSHIP? The Limited Liability Partnership Act generally allows two or more persons associated for carrying on a lawful business with a view to profit to form a limited liability partnership by subscribing to its incorporation document. (In law, "person" includes individuals and companies.) However, limited liability partnerships are not available for all activities such as non profit making activities.
HOW DO I FORM A LIMITED LIABILITY PARTNERSHIP? You will need to send an Incorporation Document Form LLP2, together with the registration fee, to the Registrar of Companies.
WHAT IS AN INCORPORATION DOCUMENT - FORM LLP2? The form sets out:
The limited liability partnership's name. Where the registered office of the limited liability partnership is situated (in England, Wales or Scotland). The address of the registered office. The name, full address and date of birth of each member; and which of these persons are to be designated members or that all members are designated members.
The Form LLP2 includes a statement of compliance that MUST BE SIGNED BY A SOLICITOR or a proposed member. Whoever signs the statement must indicate in what capacity they are signing the form. All members and designated members MUST sign and date the incorporation document to confirm their consent to act.
WHAT IS A REGISTERED OFFICE? It is the address of a limited liability partnership to which Companies House will send letters and reminders. The registered office can be anywhere in England and Wales [ or Scotland if your limited liability partnership is registered there ]. The registered office must always be an effective address for delivering documents to the limited liability partnership, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If a limited liability partnership changes its registered office address after incorporation, the new address must be notified to Companies House on Form LLP287.
WHAT IS THE MINIMUM NUMBER OF DESIGNATED MEMBERS A LLP REQUIRES? Every limited liability partnership MUST have at least TWO, formally appointed, designated members at all times. If there are fewer than two designated members then every member is deemed to be a designated member.
After incorporation, you must tell companies house about:
The appointment of a new member or designated member - use Form LLP288a. A member or designated member ceasing to act in the limited liability partnership - use Form LLP288b. Changes in a member's or designated member's name or address or any of the other details originally registered on Form LLP2 - use Form LLP288c. Changes in a member's status (member to designated member or vice versa) - use Form LLP288c. A reversal of the decision that either all members or only specific members will be designated members - use Form LLP8. (Forms LLP288c, changing the status of each member, may also be required).
WHAT IS THE DIFFERENCE BETWEEN A MEMBER AND A DESIGNATED MEMBER? With the agreement of the other members, a member may become a designated member at any time. Designated members have the same rights and 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 extra responsibilities on designated members.
In particular, designated members are responsible for:
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 change 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 and dissolved.
Designated members are also accountable in law for failing to carry out these legal responsibilities.
WHAT HAPPENS TO THE DOCUMENTS SENT TO THE REGISTRAR? All limited liability partnership formation documents are subject to certain checks including checks of prospective members against the register of disqualified directors and members. The Registrar then keeps the documents delivered to him and makes them available for public inspection.
CAN I DEAL DIRECT WITH COMPANIES HOUSE TO FORM MY LLP? Yes. However, while our staff will be happy to give you guidance on general matters (such as filling in forms or advice on limited liability partnership names), they cannot advise you whether an incorporated limited liability partnership is the best vehicle for your business. If you are unsure about any aspect of forming a limited liability partnership, please seek professional advice from your solicitor, accountant or formation agent.
CAN I CHOOSE ANY NAME I WANT FOR MY LIMITED LIABILITY PARTNERSHIP? No. Several regulations can affect your choice. For example, all limited liability partnership names must end with the words "Limited Liability Partnership", or, their abbreviations or Welsh equivalents "Partneriaeth Atebolrwydd Cyfyngedig".
DIRECTIONS TO CHANGE A LIMITED LIABILITY PARTNERSHIP NAMEA direction to change a limited liability partnership name is a legal instruction for a limited liability partnership to complete a Form LLP3 adopting a new name and to register the change at Companies House within a specified time. A direction may be issued, for example, as a result of an objection being lodged by an interested party because one name is "too like" another. This chapter explains how to make an objection, what is considered when deciding whether one name is too like another and generally when a direction may be issued.
WHO CAN DIRECT A LLP TO CHANGE ITS NAME? The Secretary of State has statutory powers to direct a limited liability partnership to change its name in certain circumstances.
WHAT DOES 'TOO LIKE' MEAN? The Secretary of State first looks at the two names. Only if the names appear to be like each other does he consider whether they are "too like", that is if there is a danger of confusion between limited liability partnerships. If the names differ by one or more words, this may suggest that they are not "too like", depending on, for example, the word[s] and the length of the names in question. If the names differ in only minor respects, this may suggest that the names are "too like", in which case a direction may be issued. Examples could be: if the difference amounts to only one or two letters, especially when these represent the plural of a word included in an otherwise identical name on the register. If the names differ by short words, particularly when these words are of a generic nature, such as "GB" or "UK" or ".com". If the names differ by slightly longer words when they have substantial or very distinctive elements in common. If they differ only by the use of symbols.
NB: Consideration can only be given to the full corporate names of the limited liability partnership.
WHAT IF THE NAME SUGGESTS A CONNECTION WITH A LLP ALREADY ON THE INDEX? The Secretary of State does not consider any aspect of "implied association", that is whether the limited liability partnership might be thought to be a member of, or associated with, a particular limited liability partnership or group of limited liability partnerships. Nor does he consider the use of trading or business names, logos, ownership of registered trade or service marks, copyrights, patents etc, or any other proprietary rights existing in names or parts of names.
HOW ARE OBJECTIONS DEALT WITH? The Secretary of State's powers are discretionary, each case being considered on its merits. The Secretary of State will normally inform the limited liability partnership whose name he proposed to direct to be changed, so that this limited liability partnership can put forward any evidence it considers appropriate in justification of retaining the existing name. Any relevant information provided to support or rebut the case for confusion between limited liability partnerships as limited liability partnerships (but not between limited liability partnerships as represented by their trading title, style or activity) will be considered in reaching a decision.
WHEN MAY A DIRECTION BE ISSUED? A limited liability partnership may be directed to change its name:
Within 12 months of its date of registration if it is the same as or, in the opinion of the Secretary of State, "too like" a name appearing (or which should have appeared) on the index at the time of its registration. Within five years of its date of registration, where the Secretary of State has reason to think that it has provided misleading information for the purposes of registration, or has given undertakings or assurances for that purpose that have not been fulfilled. At any time if the name gives so misleading an indication of the nature of the limited liability partnership's activities as to be likely to cause harm to the public. This direction must be complied with within six weeks unless an application is made to the Court to set it aside. (Section 32, Companies Act 1985).
CAN A 'TOO LIKE' NAME BE REJECTED BEFORE THE LLP IS REGISTERED? No. Although proposed limited liability partnership names are rejected if they are the "same as" an existing limited liability partnership name, there is no power to reject a name on the grounds that it is "too like" that of another limited liability partnership. It is in your interest to ensure that the name you choose for your limited liability partnership is sufficiently different from any other name on the register.
This will reduce the risk of confusion and the following potential difficulties:
Objections to the limited liability partnership name. Confusion with other limited liability partnerships with a poor trading record. A "passing off" action in civil law.
WHERE MUST THE LLP NAME BE DISPLAYED? Every limited liability partnership must paint or affix its name on the outside of every office or place in which its business is carried on - even if it is a member's home. The name must be kept painted or affixed and it must be both conspicuous and legible.
ON WHICH DOCUMENTS MUST THE LLP NAME BE SHOWN? The limited liability partnership must state its name, in legible lettering, on the following:
All the limited liability partnership's business letters. All its notices and other official publications. All bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the limited liability partnership. All its bills of parcels, invoices, receipts and letters of credit.
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Guidance & FAQs
FAQs: LLPs Formation and Names
£ 125.00
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