This is our most popular package with UK residents, and includes: -
The registration of your LLP from scratch using your own registered office address, and appoint your own candidates to the roles of members and designated members;
The standard capital on formation is £1,000, this is divided into 1,000 membership certificates valued at £1.00 each (it is not required to have all of the certificates issued, but a minimum of two certificates must be issued);
The formation of a limited liability partnership usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for LLP incorporation is included in the price of this package;
The following documents, which need to be printed and signed, will be emailed to you upon incorporation of your LLP: -
A certificate of registration (requires PDF file reader);
The partnership agreement (requires MS-Word file reader);
The first meeting of the board of members (requires MS-Word file reader);
Membership certificates and an LLP register.
Premier Package
£ 175.00
Annual Maintenance Fee £50.00
This is our most popular package with EU residents, and includes: -
The registration your LLP from scratch using one of our registered office addresses, and appoint your own candidates to the roles of members;
The standard capital on formation is £1,000, this is divided into 1,000 membership certificates valued at £1.00 each (it is not required to have all of the certificates issued, but a minimum of two certificates must be issued);
The incorporation of a limited liability partnership usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for LLP incorporation is included in the price of this package;
The provision of a registered office address in London for 12 months is also included in the price of this package (our registered office address service is charged annually);
The following documents, which need to be printed and signed, will be emailed to you upon setting-up of your limited liability partnership: -
A certificate of registration (requires PDF file reader);
The partnership agreement (requires MS-Word file reader);
The first meeting of the board of members (requires MS-Word file reader);
Membership certificates and a LLP register.
Deluxe Package
£ 525.00
Annual Maintenance Fee £400.00
This LLP start-up package is our most popular package with international customers, and includes: -
Incorporation of your limited liability partnership from scratch using one of our registered office addresses, our two nominee designated members;
The standard capital on formation is £1,000, this is divided into 1,000 membership certificates valued at £1.00 each (it is not required to have all of the certificates issued, but a minimum of two certificates must be issued);
The formation of a limited liability partnership usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for LLP incorporation is included in the price of this package;
The provision of a registered office address in London for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of two nominee members for 12 months are also included in the price of this package (our nominee members service is charged annually);
The following two hard bound copies of corporate documents, will be posted to you upon formation of your LLP: -
A laminated copy of the certificate of registration of your LLP;
A hard bound copy of the partnership agreement;
A hard bound copy of the minutes of the first meeting of members;
Membership certificates, and your LLP register;
The power of attorney signed by nominee members;
Pre-signed, undated resignation letters from nominee members;
The agreement for the provision of nominee service and indemnification of nominee.
LLP Creation Checklist: Legal Requirements
Limited liability partnerships are not a separate entity for the income tax purposes. Profits and losses are passed through directly to the LLP' 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 limited liability partnership.
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.
LIMITED LIABILITY PARTNERSHIP INFORMATION & GUIDANCE, ELIGIBILITY FOR REGISTRATION AS A LIMITED LIABILITY PARTNERSHIP - WHAT IS A LIMITED LIABILITY PARTNERSHIP?
An LLP is an alternative corporate business vehicle that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership. In autumn 2000, to assist our planning for the introduction of LLPs we commissioned independent market research to investigate demand for LLP incorporation. The results of this research indicate that demand will come principally from existing partnerships, although there is also significant interest amongst sole traders and existing limited companies.
Businesses in Northern Ireland can register as LLPs as of 1 November 2004. To register an LLP based in Northern Ireland contact us, or read about how to establish an LLP in Northern Ireland on the Companies Registry section of the DETI Online website.
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 British limited liability partnership and establishing your registered identity. Complete and submit application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan CPM LTD to register your proposed LLP within few hours.
When to Use a Limited Liability Partnership?
Of all the legislation of the last few years, the "creation" of limited liability partnerships is one of the most interesting. The essence of a limited liability partnership for practical purposes is as a vehicle to contain a partnership of any size where partners may be at risk from the careless or accidental negligence of a colleague. For example, partners in international accountancy firms would be protected from personal liability if a claim was successfully pursued by a major client. Partners in a construction business would be protected if a new building collapsed, causing high level claims against them.
Economy
Premier
Deluxe
UK Limited Liability Partnership registration from only £125.00!
All inclusive limited liability partnership (LLP) registration. Each limited liability partnership package includes all statutory paperwork and is fully compliant with company and partnership law. All our limited liability partnerships are registered as general trading LLPs and can be used to conduct any type of business. A certificate of registration, the partnership agreement, and other relevant documents will be sent directly to you via e-mail immediately following the formation of your LLP. We will incorporate your LLP from scratch using your own registered office address, and appoint your own candidates to the roles of members (partners). Upon formation, these details will be recorded as the original details of your LLP. All government and filing fees are included in the cost of our packages. It will take just couple of minutes to complete the online registration form, then your limited liability partnership could be up and running within 4-6 working hours.
THE ECONOMY PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. Laminated hard-copy of the certificate of registration - £5.95. 2. Hard bound copies of your partnership agreement (four different options) - £14.00. 3. Two membership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £45.00. 5. A partnership kit: register of members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
UK LLP incorporation with a registered office address in London for just £175.00!
All inclusive limited liability partnership registration. Each limited liability partnership package includes all statutory paperwork and is fully compliant with company and partnership law. All our UK LLPs are registered as general trading partnerships and can be used to conduct any type of business. A certificate of registration, the partnership agreement, and other relevant documents will be sent directly to you via e-mail immediately following the incorporation of your LLP. We will register your limited liability partnership from scratch using one of our own registered office addresses in England, and appoint your own candidates to the roles of members (partners). Upon incorporation, these details will be recorded as the original details of your limited liability partnership. All government and filing fees are included in the cost of our LLP registration packages. It will take just couple of minutes to complete the online registration form, then your LLP could be up and running within 4-6 working hours.
THE PREMIER PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. A laminated hard-copy of the certificate of registration - £5.95. 2. Hard bound copies of your partnership agreement (four different options) - £14.00. 3. Two memebership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £45.00. 5. A partnership kit: register members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
UK LLP formation with a registered office address in London and two nominee members for just £525.00!
All inclusive UK LLP incorporation. Each limited liability partnership package includes all statutory paperwork and is fully compliant with company and partnership law. All our UK limited liability partnerships are registered as general trading partnerships and can be used to conduct any type of business. We will incorporate your LLP from scratch using one of our own registered office addresses in England; appoint our two candidates to the role of a nominee members (partners). Upon LLP incorporation, these details will be recorded as the original details of your limited liability partnership. All government and filing fees are included in the cost of our packages. The following documents, will be posted to you upon formation of your LLP: a hard bound copy of corporate documents includes: a laminated copy of the certificate of registration of your LLP, a hard bound copy of the partnership agreement, a hard bound copy of the minutes of the first meeting of members (partners), power of attorney, membership certificates, and your partnership register. It will take just couple of minutes to complete the online LLP registration form, then your LLP could be set-up and running within 4-6 working hours.
THE DELUXE PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. An additional laminated hard-copy of the certificate of incorporation - £5.95. 2. An additional hard bound copies of your partnership agreement (four different options) - £14.00. 3. Additional two membership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £45.00. 5. A partnership kit: register of members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
Other partnerships may be tempted to use a limited liability partnership for the same reason. A limited liability partnership may also be appropriate for a partnership where some partners are not actively involved. They might have once been called "sleeping" partners. This structure will be suitable for a group of people engaging together in a property or finance venture. A limited liability partnership is unlikely to be useful for a small trading company of any sort because a conventional limited company is likely to perform an appropriate role at less cost.
The United Kingdom limited liability partnership is a separate legal entity with unlimited capacity so that an LLP can do anything that a natural person could do. It has the ability to enter into contracts and hold property, and will continue in existence in spite of any change in membership. While in Law a limited liability partnership is separate from its members, its members may be liable to contribute to its assets if it is wound up; the extent of that potential liability is as specified in regulations under the Act.
The LLP's existence as a separate legal entity makes it more closely akin to a company than to a partnership (except insofar as the internal relations are governed by agreement between the members). The Act therefore draws on the principles embodied in the companies' legislation. As a limited liability partnership is a body corporate, partnership law will not in general apply to an LLP. Elements of partnership law may, however, be applied to limited liability partnerships by regulations; such regulations will apply in the absence of agreement as to any matter concerning the mutual obligations of LLP members, or LLP members and the limited liability partnership.
What is the Difference Between an 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. It will be seen from the above comparison that the limited liability partnership will be of most interest to businesses where the members wish to have limited liability but where all the members wish to be able to participate in the membership of the firm and where the less formal partnership structure is preferred to the more formal company structure (with transferable shares). The limited liability partnership structure is particularly appropriate for professional practices that wish to limit members' liability.
The LLP could also be attractive for other businesses of a more "trading" character - owners of small businesses may find it advantageous to receive, through use of an United Kingdom limited liability partnership, "self-employed" Schedule D tax status (paying class 2 and class 4 National Insurance contributions rather than being treated as directors/employees taxed under Schedule E with employees' and employers' national insurance contributions payable) - while at the same time enjoying limited liability.
If, however, the nature of the business concerned is likely to be reclassified as being in effect employment under the IR35 anti-avoidance provision, it remains to be seen whether the use of the United Kingdom limited liability partnership structure will be any more effective to preserve self-employed tax status than would use of a company limited by shares or a partnership.
The disadvantages of adopting LLP status, as compared with a partnership, mainly relate to disclosure matters. The need, in the case of limited liability partnerships, to adopt corporate financial reporting standards subject to a "true and fair" requirement and to file accounts at Companies House, including a specific requirement to disclose the profit share and remuneration of the most highly paid member may be regarded as a serious disadvantage by some firms.
The need to file details of all members, including usual residential address, at Companies House has also given concern to some law firms, concerned that this might make it easier for extremists or disgruntled litigants to have access to the home addresses of those involved in controversial litigation. However, the Home Office is taking steps through other legislation to permit disclosure by Companies House of such home addresses to be on a restricted basis.
Who Can Form a Limited Liability Partnership?
The 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.
There is no legal requirement for the members of an LLP to enter into a written agreement regulating the relations between the members themselves and between the members and the LLP. It is, however, desirable to have such an agreement to avoid dispute. Accordingly, at the very least, the prospective members of a limited liability partnership should review these default provisions and decide whether any exclusions or variations of them are appropriate.
It should also be noted that the default provisions do not cover all the likely issues that need to be laid down at the outset such as the detailed management, decision making and remuneration arrangements, the level of authority given to individual members, financing arrangements and the details of how members' entitlements are fixed if they leave the limited liability partnership or if the LLP is liquidated.
It is desirable for an LLP agreement to contain a provision that it can be altered by a resolution passed by a specified majority of members; in the absence of such a provision, any alterations will need approval by all members.
Companies Act permits a member to apply to the court for a remedy if the affairs of the limited liability partnership are being conducted in a manner that is unfairly prejudicial to the interests of all or part of its members. It should be noted that the provisions for just and equitable winding up could not be similarly excluded by the members of an LLP. The liability of members on liquidation should also be covered in the limited liability partnership agreement either by stating in clear terms what the maximum liability of each member on liquidation is to be or by stating expressly that a member is to have no such liability.
To the extent that there is not specific agreement on any matter, the mutual rights and duties of the LLP and its members will be governed by default regulations made under Section 15 (c). The following provisions have been laid down in Regulation 7: all the members of a limited liability partnership are entitled to share equally in the capital and profits of the limited liability partnership.
The limited liability partnership must indemnify each member in respect of payments made and personal liabilities incurred by that member: in the ordinary and proper conduct of the business of the limited liability partnership; or in or about anything necessarily done for the preservation of the business or property of the limited liability partnership.
Every member may take part in the management of the limited liability partnership. No member shall be entitled to remuneration for acting in the business or management of the limited liability partnership. No person may be introduced as a member or voluntarily assign an interest in a limited liability partnership without the consent of all existing members. Any difference arising as to ordinary matters connected with the business of the limited liability partnership may be decided by a majority of the members, but no change maybe made in the nature of the business of the limited liability partnership without the consent of all the members.
The books and records of the limited liability partnership are to be made available for inspection at the registered office of the limited liability partnership or at such other place as the members think fit and all members of the limited liability partnership may when they think fit have access to and inspect and copy any of them. Each member shall render true accounts and full information of all things affecting the limited liability partnership to any member or the member's legal representatives.
A member who, without the consent of the limited liability partnership, carries on any business of the same nature as and competing with the limited liability partnership, must account for and pay over to the limited liability partnership all profits made by that member in that business. All members must account to the limited liability partnership for any benefit derived by them without the consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by them of the property of the limited liability partnership, name or business connection.
A further default provision has been laid down in Regulation 8: no majority of the members can expel any member unless a power to do so has been conferred by express agreement between the members.
What is the Difference Between a Member & a Designated Member?
The first members of a limited liability partnership are those who signed the incorporation document. Subsequent to incorporation, any person may become a member of an LLP by agreement with the existing members. A person may cease to be a member by death, dissolution or in accordance with any agreement with the other members of the LLP. Where there is no agreement a member may cease to be a member by giving reasonable notice to the other members. Members of an LLP will not be regarded as employees of the entity unless, if they and the other members were partners in a partnership, they would be regarded as employees.
LLP Formation Service
What does limited liability partnership stand for? What is the difference between an LLC and LLP? The LLP must have at least two members in the partnership, which can be resident anywhere in the world. The members can be natural persons or corporate bodies. A limited liability partnership is a relatively new creation that operates much like a limited partnership, but allows the members of the LLP to take an active role in the business of the partnership, without exposing them to personal liability for others' acts except to the extent of their investment in the LLP. All profits in a limited liability partnership are split between the members. The tax liability falls on the individual members, not the limited liability partnership itself. Most members are likely to be self-employed, so all income should be declared via self-assessment. We provide a fast online service for UK LLP formation, including incorporation in England, Wales, Scotland, and Northern Ireland. Choosing a structure for your business can be a confusing puzzling of terminologies. However, with this basic guide, you will be able to select the structure that will serve your business best at tax time. We would like to recommend you to get a professional legal and tax advice from one of our consultants before a final choice of business entity will be made. There are several types of legitimate commercial and non-commercial legal entities which you can choose to operate as. Find out the links below on the pros and cons of registering your business.
Coddan is one of the leading service providers in the field of English, Scottish, Wales and Northern Irish LLPs formation and registration. We can help you in starting a limited liability partnership in England & Wales Scotland, Northern Ireland and Republic of Ireland. Over 95% of our UK LLPs are incorporated within 4-6 hours. The electronic submission of information enables a fast limited liability partnership start-up satisfying all of the required legal formalities: a member, a designated member, and a registered office address. Our electronic filing software has been authorised by Companies House. Companies House (Companies Registry, Secretary of State) is an executive agency of the United Kingdom Government Department of Trade and Industry (DTI).
Related Articles
The rights and duties of the members of an LLP to one another and to the limited liability partnership are governed by the provisions of any agreement between the members, subject to the provisions of any enactment. The Act does not require an agreement to be entered into between the members and there is no requirement to publish it (although there are advantages in an LLP being governed by a formal written agreement). When a limited liability partnership comes into being it is bound by the terms of any existing agreement between the subscribers to the incorporation document.
Each member of an LLP is an agent of the limited liability partnership. Each member may, there fore, represent and act on behalf of the LLP in all its business. A limited liability partnership is not, however, bound by the actions of a member where that member has no authority to act for the LLP, and the person dealing with the member is aware of this or does not know or believe that the member was in fact a member of the limited liability partnership.
Transactions with a person who is no longer a member of an LLP are still valid transactions with the LLP, unless the other party has been told that the person is no longer a member, or the Companies Registrar has received a notice to that effect. Where a member of a limited liability partnership is liable to a person (other than another member of the LLP) for a wrongful act or omission in the course of business of the LLP or with its authority, the limited liability partnership will be liable to the same extent as the member.
Where a person ceases to be a member of an LLP, or that person's interest in the LLP is transferred to another person, the former member, the member's personal representatives, the member's trustee in bankruptcy or liquidator or the trustees under the trust deed for the benefit of the creditors or assignee may not interfere with the management or administration of the limited liability partnership, but may receive any amount to which they are entitled.
The Act provides for some or all of the members of a limited liability partnership to be "designated members". In general terms, the role of such members is to perform the administrative and filing duties of the LLP. However, some provisions of the Companies Act and the Insolvency Act, as applied by the regulations, place on them tasks that go beyond the mere administrative and in the performance of which they would be representing all the members of the LLP such as the signing of the limited liability partnership's accounts.
Where the incorporation document specifies that certain members are to be the designated members, then they will be the designated members on incorporation. Other members may become designated members by agreement with the members. A member may cease to be a designated member by agreement with the other members. An LLP must have at least two designated members and if no member or only one has been specifically designated, then all members are designated members. If the incorporation document states that every person who is a member of the limited liability partnership is a designated member then all persons who are from time to time members are designated members.
The LLP may notify the Registrar that all members of the limited liability partnership are designated members or that specified members will be designated; the effect will be as though this had been stated in the incorporation document. When a person ceases to be a member of the LLP, that person also ceases to be a designated member.
The duty to comply with an order for enforcement of delivery of documents to the Registrar. Formal documents for limited liability partnership may be served on a designated member. Various functions under the Insolvency Act 1986 including: giving a statutory declaration of solvency preceding a members' voluntary liquidation and making a statement of affairs in a creditor's voluntary liquidation.
A designated member in default is liable to a penalty in certain cases such as the failure of a limited liability partnership to change its name following a direction to do so and in relation to failures to carry out responsibilities as set out above.
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 ; and acting on behalf of the limited liability partnership if it is wound up and dissolved.
What is the Minimum Number of Members an 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. The limited liability partnership may have decided that all members will be designated members or that only some members will be designated members.
What are the Disclosure Requirements?
They are similar to those of a company. LLPs will be required to provide financial information equivalent to that of companies including the filing of annual accounts. Among other things, they will also be required to: file an annual return; notify any changes to the LLP's membership; notify any changes to their members names & residential addresses; notify any change to their registered office address.
Can I Convert From Being a Limited Company to an LLP?
The LLP legislation does not allow for a "conversion process" - in the way that a limited company can convert to PLC status under the Companies Act, for example. Anyone with a current limited company wishing to transfer his or her existing company name to a new LLP should contact us. The process will involve a closely controlled company change of name and LLP incorporation. Establishing contact prior to submitting the necessary forms will help ensure that this process is completed as smoothly as possible.
How Can I Become an LLP?
Incorporation will be by registration at Companies House, similar to the way in which one becomes a company.
How Do I Form a Limited Liability Partnership?
In order to form an LLP, there must at the outset be at least two people who are associated for the carrying on of a lawful business with a view to profit and who subscribe their names to an "incorporation document". A written statement must also be given that there has been compliance with the requirement that at least two persons, associated for the purpose of carrying on a lawful business with a view to profit, have subscribed their names to the incorporation document.
The statement must be made by a subscriber to the incorporation document or a solicitor engaged in the formation of the LLP. The incorporation document and the statement have been combined into one prescribed form. This form, duly completed and signed, must be delivered to the Registrar together with the prescribed fee. If you prefer, you can register a limited liability partnership with us, without of filing any kind of paper-forms applications.
The incorporation document contained in the incorporation form is required to contain specified items of information: the name of the LLP, whether the registered office is to be situated in England and Wales, in Wales or in Scotland, the address of the registered office, the name and address of the persons who are to be members on incorporation and whether some or all of the members are to be designated members.
The "statement" contained in the registration form does not take the form of a statutory declaration but an offence is committed if a person makes such a statement which that person knows to be false or does not believe to be true. A person who commits this offence is liable on summary conviction to imprisonment for up to six months or a fine that does not exceed the statutory maximum (currently £5,000.00) or both. If the conviction is on indictment, the person will be liable to imprisonment for a period of not more than two years or a fine or both.
The name under which an LLP is to be registered is subject to various restrictions and requirements. The name of an LLP must end with the expression "Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" (or, where the registered office of the LLP is to be in Wales, a specified Welsh equivalent). The name must not be the "same" as the name of any entity on the Registrar's index of names. The name may not include, without the required permission, any of the various prescribed controlled words.
In other words, the usual rules for company names apply with the necessary adaptations for LLPs. The Secretary of State also has power to direct a change of an LLP's name within 12 months of its adoption if, in the DTI's opinion, it is too like the name of another entity on the index of names.
When the Registrar's office receives the Form LLP2, it retains and registers it. The "statement" contained in the incorporation form may be accepted by the Registrar as sufficient evidence that the requirements in Section 2 (1) (a) have been complied with. When the documents have been registered, the Registrar issues a certificate of incorporation which is conclusive evidence that the requirements of Section 2 have been complied with and that the LLP is incorporated by the name specified in the incorporation document.
LLP Incorporation Using Electronic Software Filing
Electronic incorporations can be submitted electronically through suitably enabled software however, many incorporation agents and software providers have developed their systems to the point where they are able to offer customers a web-based electronic service (this is chargeable).This means that occasional as well as regular customers can apply for incorporation.
Many of the businesses shown on our list of software suppliers provide web-based services and depending on the volume of filings you anticipate making, it may be more practical for you to use their services. Coddan CPM LTD is one of the incorporation agent, who can register an LLP online.
LLP Paper Filing
Paper documents, which must be sent to the appropriate office, take longer to process than electronic documents. Straightforward applications are normally processed within 5 days of receipt.
What is an Incorporation Document LLIN01?
General Advantages of the UK Limited Liability Partnership: -
1. Liability is, in the vast majority of cases, strictly limited to the investments made by the members. 2. LLP' non-UK members are not personally liable for their actions unless there is a clear and serious breach of their fiduciary duty. 3. The liability of the members of a limited liability partnership is limited to the amount of their contribution, which may be as little as £1.00. 4. Limited liability partnerships are not subject to corporate income tax. The Limited Liability Partnership Act confers the same tax transparency as for partnerships: members are considered self-employed for tax purposes. 5. The rights of members (partners) are normally clearly defined and protected. 6. Members may be residents outside of the United Kingdom. A minimum of only two members are required. Members may reside anywhere in the world and may be bodies corporate registered in the UK or elsewhere. 7. As a separate legal entity, a limited liability partnership may own property, sue, and be sued. 8. The structure of a limited liability partnership is more suitable for a group of people engaging together in a property or finance venture where it may be necessary to account for partners coming and going more frequently than you would expect in a normal partnership business. 9. After a limited liability partnership is registered, there are no obligations for it to start trading within a specified time period. 10. A limited liability partnership provides a more flexible management structure.
The form LLIN01 requires you to give the following information: -
The LLP's name;
Where the registered office of the LLP is to be situated (i.e. England and Wales, Wales, Scotland or Northern Ireland);
The registered office address;
Whether the LLP is to have specified members as designated members or whether all members are to be designated members;
Details of each proposed member, including whether that member is to be a designated member;
If your LLP name contains a prescribed or sensitive word, you will need to confirm you have requested approval from a government department or other body. A copy of this approval must be included with your application.
A statement of compliance.
What is the Registered Office Address?
The registered office must be a physical location where notices, letters and reminders can be delivered to the LLP by hand or post, it need not be the place of business. It is important that all correspondence sent to this address is dealt with promptly. If the address is not effective for delivering documents, the LLP could risk being struck off the register or wound up by a creditor.
If your LLP is registered with the registrar for England and Wales, its registered office must be situated in England or Wales.
If the LLP has been registered as only being situated in Wales then it cannot be situated outside of Wales.
If your LLP is registered with the registrar for Scotland, its registered office must be situated in Scotland.
If your LLP is registered with the registrar for Northern Ireland, its registered office must be situated in Northern Ireland.
Once your LLP is incorporated it is important that you notify Companies House whenever this address changes, as the change of address is not effective until we register the notice.
Can I Deal Direct With Companies House To Form My LLP?
Yes. However, while Companies House 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 Coddan CPM LTD - LLPs formation agent.
Can I Choose Any Name I Want For My LLP?
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 Name
A direction to change a limited liability partnership name is a legal instruction for a limited liability partnership to complete a specific form 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. 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.
NB: Consideration can only be given to the full corporate names of the limited liability partnership.
What if the Name Suggests a Connection With an LLP?
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.
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: all the limited liability partnership's business letters. All its notices and other official publications. Confusion with other limited liability partnerships with a poor trading record. A "passing off" action in civil law.
Where the LLP Name must 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 the LLP Name Must be Shown?
The LLP 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.
How Will an LLP be Taxed?
An LLP will be taxed as a partnership, the internal structure of the LLP will be similar to that of a partnership. The members will provide working capital and will share any profits. Income derived by the members from the LLP will be closer to that of a partnership than to the dividends paid by companies. The Bill also provides that any partnership converting to an LLP will receive relief from stamp duty on any property transferred in the first year, subject to conditions. Members will be liable to pay Class 2 and Class 4 National Insurance contributions. For further information on Tax and National Insurance, please call us.
Who Will Be Liable? To Whom Will Claims be made Against?
The LLP will be a separate legal entity and while the LLP itself will be liable for the full extent of its assets, the liability of the members will be limited. In the main, any third party would usually contract with the LLP rather than with the members themselves and in those circumstances it would be the LLP which is liable. It would though, under certain circumstances, be possible to bring a claim for economic loss against an individual member who has been negligent. Any such claim would be a civil action outside the contract, as the party would have contracted with the LLP. The outcome of any such claim would not be easy to forecast but recent case law suggests that the courts would, when making any decision, have regard as to whether or not the LLP member assumed personal responsibility for the advice, whether the client relied on the assumption of responsibility and whether such reliance was reasonable.
What Sort Of Organisation Can Become An LLP?
Any new or existing firm of two or more persons will be able to incorporate as an LLP.
Can I Incorporate an LLP in Scotland as Well as in England and Wales?
Yes. Coddan provides services to new and existing businesses including limited liability partnership formations services, from ready made LLPs to own name incorporations in the UK. In addition, Coddan provides registered office facilities in London, Sussex, Glasgow, and Edinburgh, nominee designated members services to support your LLP.
Will LLP Be Available To Charities?
No. LLPs are only available to any lawful business that is carried out with a view to a profit.
What Information Does Companies House Require?
Designated members have a personal responsibility to make information about the structure, management and activities of their limited liability partnership available both to the members of the limited liability partnership and to the general public. This will include accounts.
What Period Should the Accounts Cover?
A limited liability partnership's first accounts must start on the day of incorporation. The first financial year must end on the "accounting reference date" or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.
How is the Accounting Reference Date Set?
The accounting reference date is the date in each year to which accounts will be drawn up. The date depends on the date of incorporation, as it is the last day of the month in which the anniversary of incorporation falls. For example, if your limited liability partnership is incorporated on 2 July this year, the accounting reference date will be 31 July, and its first financial year must end on 31 July next year (or within seven days of that date).
What About Annual Returns?
Every limited liability partnership must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.
Are Annual Accounts Required If an LLP Is Not Trading?
All limited liability partnerships, whether they trade or not, must prepare and deliver accounts to Companies House. However, a limited liability partnership may claim exemption from audit as a 'dormant limited liability partnership' if it has not traded during a financial year, unless it is an authorised person under the Financial Services Act 1986. Dormant limited liability partnerships do not need to appoint auditors and can deliver even simpler annual accounts to Companies House.
Audit Exemption For Dormant LLP - What Exemption Is Available?
Dormant limited liability partnerships can claim exemption from audit and need only deliver to Companies House an abbreviated balance sheet and notes. A profit-and-loss account does not have to be included in dormant accounts filed at Companies House. However, fuller accounts must still be prepared for members, possibly including a profit and loss account if the limited liability partnership traded in the previous year.
Must all LLP Accounts Be Audited?
No. If they qualify for exemption and wish to take advantage of it, most small limited liability partnerships and dormant limited liability partnerships do not have to have their accounts audited. Dormant limited liability partnership audit exemption may be claimed by a limited liability partnership that has not traded and has no relevant accounting transactions during a financial year, unless it is an authorised person under the Financial Services Act 1986. Dormant limited liability partnerships do not need to appoint auditors and can deliver very basic accounts to Companies House.
What Are Late Filing Penalties?
The Companies Act (as applied to limited liability partnerships by Regulation 3 of the Limited Liability Partnerships Regulations 2001) says that penalties will be incurred by any limited liability partnership that delivers its accounts to Companies House after the period allowed for filing.
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Coddan accepts all major currencies; we accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Maestro, Solo, and Delta, we also accept cheques (may be held 10 days to clear) or cash deposit, and bank transfers from anywhere to our bank accounts. After you place an order, details about the banking transfer will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our phone number that is given on the order confirmation. The customer is responsible for the reimbursement of any bank wire transfer payments.
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This is our most popular package with UK residents, and includes: -
The registration of your LLP from scratch using your own registered office address, and appoint your own candidates to the roles of members and designated members;
The provision of a registered office address in London for 12 months is also included in the price of this package (our registered office address service is charged annually);
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