A Limited Liability Partnership is a relatively recent form of legal business entity with limited liability, commonly known as an LLP, and is quite different from the original general or limited partnerships. There are currently almost 40,000 LLPs registered with Companies House. An LLP has no directors, no shareholders and no share capital.
An LLP combines some of the flexibility of a traditional partnership (and is taxed as a partnership), but with the advantages of limited liability and is therefore increasingly favoured by entrepreneurs who wish to benefit from the protection and flexibility offered through this vehicle.
The main differences between an LLP and a traditional Partnership are:
- whereas the traditional partnership is made up of two or more partners, the LLP is made up of members, at least two of whom must be ‘designated members’. A designated member has additional responsibilities from an ordinary member, including the responsibility for filing documents at Companies House as and when required.
- the LLP has an identity of its own and can therefore enter into contracts and hold property in its own name, whereas the partnership is an un-incorporated body and the partners enter into contracts and hold property in their own names on behalf of the partnership.
- the members of an LLP are not personally liable for debts beyond what they have contributed, whereas the partners in a partnership have unlimited personal liability (jointly and severally) for the debts of the partnership.
- the LLP has to comply with Companies House filing requirements, which include the Accounts and an Annual Confirmation Statement, whereas the affairs of the partnership are private and accounts are not open to public inspection.
- taxation of LLPs will be treated as if they were carrying on business as a normal partnership, with the aim being to provide a half-way house between the flexibility of a partnership and the protection of a limited company.
London Registrars will provide you with a responsive and pro-active service. We are generally able to complete LLP registrations within 24-48 hours.
Our service includes:
- checking that the name you have chosen is available and in line with the Companies House rules
- as required by law, carrying out the ID checks of the members-to-be to comply with anti money laundering regulations
- preparing the incorporation document and the statement of compliance in line with the standards set by the Companies Act 2006
- submitting the documents to Companies House and paying the registration fee
- providing legal advice on the issues related to your LLP’s formation
- emailing you the Certificate of Incorporation
Our fee is just £149 plus VAT (for incorporations with up to 2 members and is inclusive of the registration fee payable to Companies House, agents fees and AML checks. For any additional member, the fee is £40 + VAT each.)
We can also prepare your LLP/Partnership Agreement, either as a standard or a bespoke document. Please let us know if you would like us to quote for this service.
(If there is no Partnership Agreement for the LLP, the default provisions of the 2001 LLP Regulations as amended by the Limited Partnership (Application of Companies Act 2006) Regulations 2009 (‘the 2009 LLP Regulations’) would apply. These provide for equal entitlement to profit and equality of capital contribution.
To comply with anti-money laundering regulations, we will be asking for ID documents and proof of address in respect of each proposed director and any shareholder with more than 25% shareholding. These must be certified by a solicitor or notary.
If you would like to discuss this service with us in more detail please contact us.