Limited Liability Partnerships


New limited liability partnerships

1. What is a limited liability partnership?

A limited liability partnership is a new form of legal business entity with limited liability.

2. What is the difference between a limited liability partnership 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.

3. 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 – Form LL IN01. (In law, ‘person’ includes individuals and companies.) However, limited liability partnerships are not available for all activities such as non profit making activities.

4. How do I form a limited liability partnership?

You will need to send an Incorporation Document Form LL IN01, together with the registration fee (see question 11 below), to the Registrar of Companies.

5. What is an Incorporation Document (Form LL IN01)?

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 LL IN01 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.

6. 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 LL IN0187.

Valid addresses
Companies House uses the Post Office address file to verify addresses, so to avoid delays, please ensure that your proposed registered office address is recognised by the Post Office and always give the correct postcode on forms sent for registration.

7. What is the minimum number of designated members a limited liability partnership 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 – see question 5 above).

After incorporation, you must tell Companies House about:

  • the appointment of a new member or designated member – use Form LL AP01;
  • a member or designated member ceasing to act in the limited liability partnership – use Form LL IN0188b;
  • changes in a member’s or designated member’s name or address or any of the other details originally registered on Form LL IN01 – use Form LL IN0188c;
  • changes in a member’s status (member to designated member or vice versa ) – use Form LL IN0188c;
  • a reversal of the decision that either all members or only specific members will be designated members – use Form LLP8. (Forms LL IN0188c, changing the status of each member, may also be required).

8 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.

9. 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 and makes them available for public inspection.

10. Can I choose any name I want for my limited liability partnership?

No. There are some restrictions on your choice. Choosing a limited liability partnership name explains how those restrictions may affect your choice.

Limited liability partnership name checks

It is important to check that the name you want is acceptable to Companies House before you complete the incorporation document (Form LL IN01).

Briefly, the restrictions are that:

  • you cannot register the same name as another limited liability partnership or company;
  • the use of certain words is restricted; and
  • names likely to cause offence are not allowed.

It is also important to check whether your chosen name is similar to any other names already on the register. If you have Internet access, you can view the register of names on our web site at www.companieshouse.gov.uk. If your chosen name is too like another name, an objection could be made within the 12 months following the incorporation of your limited liability partnership and you could be directed by the Secretary of State to change the limited liability partnership’s name.

Names cannot be reserved and formation applications are not processed strictly in order of time or date of receipt. In the unlikely event that Companies House receive more than one application to register the same name, only one will be registered. The second will be refused because the name would then already be on the names index. There can be no guarantee which application will be processed first. In general, company incorporation applications delivered electronically are processed more quickly than other applications delivered on paper, including LLP applications.

11. How long does it take to incorporate a limited liability partnership?

If all the documents are correct, the limited liability partnership will normally be incorporated within five working days from receipt at Companies House. Companies House also offer a premium same-day registration service at our Cardiff and Edinburgh offices (this service is not available at the London Information Centre).

12. How much does Companies House charge to incorporate a limited liability partnership?

The standard registration fee is £20. The premium service costs £50 and provides incorporation on the same day as Companies House receive the documents, if they are hand delivered before 3pm to our Cardiff or Edinburgh offices. Posted applications cannot be given the same guarantee although, in most cases, Companies House will register the application on the day of receipt. Cheques should be made payable to Companies House.

Companies House fees changed in October 2012. Click here for a full list of the new fees.

13. Where can I obtain a form to incorporate a partnership?

Form LL IN01 is available on our web site at www.companieshouse.gov.uk or from the Companies House offices listed at the end of this booklet. The form can also be obtained from legal stationers, accountants, solicitors or formation agents. Their names and addresses are available in business phone books.

14. Can I deal direct with Companies House to form my limited liability partnership?

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.

Setting up a limited liability partnership brings many obligations. It may be worthwhile taking advice from a solicitor or accountant as to whether a limited liability partnership is the best way for you to run your business.

Limited Liability Partnerships, Crown Copyright © 2005-2013
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