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The benefits of establishing a limited liability partnership with Coddan Ltd: formally establishing a limited liability partnership in the UK can be an intricate, drawn out LLP establishment process. Coddan Ltd is well incorporated in helping both UK and non-UK based customers in fully establishing their LLPs with minimal time, effort and cost involved. Also providing company formation and LLP post-establishment support, Coddan offer guidance on who can establish a limited liability partnership (LLP), information on tax, liability, incorporation names and all associated tasks that come with establishing an LLP within the United Kingdom.
To establish an LLP in the UK, a registered UK office address is a must. If you do not have this, or you are a non-UK resident, you will likely be unable to complete the LLP registration without of registered address in the United Kingdom. Coddan also offer a service providing a separate registered office address for non-UK customers, or similarly those wanting to maintain a separate trading address upon an LLP establishment.
Heavily experienced in establishing UK businesses, Coddan act as an invaluable tool already used by many LLPs nationwide. With countless forms, LLP establishment procedures and rules to consider, properly registering a business without any previous experience is an unnecessarily difficult task. Coddan are a market leader, with market leading low costs to match, streamlining the registration of a new LLP and complete the processes necessary on behalf of their customers.
Coddan employ a team of LLP establishment professionals who are trained to help and offer advice in relation to the many legal hurdles presented when establishing a business in the UK. A rapid and effective service, Coddan are able to establish an LLP within as little time as one hour. After a consultation, customers are assigned their own LLP formation agent who will ensure each and every part of the registration is complete, as well as then handling the post-admin duties that come with running an LLP in the UK. This type of support allows you to focus on the real business needs of your new LLP, without having to waste time on arduous admin tasks associated with establishing a UK LLP.
Providing the correct information when establishing your business is of paramount importance, and mistakes can be costly and time consuming. Hiring a professional LLP establishment service will eliminate this risk. For more information, contact the Coddan's dedicated support team.
Benefits of establishing an LLP with Coddan: clients wishing to establish a limited liability partnership (LLP) with Coddan can benefit from our long professional experience that means you get the best service and results. We make the process of establishing a limited liability partnership - which can often be a complex and lengthy process - simple and straightforward, and we offer our services to those who are resident in the UK as well as elsewhere. In addition, our LLP establishment fees are low. Especially if you're not resident in the UK and don't have a required business address to officially register with the authorities when establishing an LLP, Coddan can provide one for that purpose. Talk to our expert consultants today
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 establishment.
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 establish as LLPs in North of Ireland as of 1 November 2004. To establish 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.
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.
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 establishment than to a partnership (except insofar as the internal relations are governed by LLP partnership agreement between the members). The Act therefore draws on the principles embodied in the companies' legislation.
The main difference in between an LLP and LTD company 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 registration. 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.
The Act generally allows two or more persons associated for carrying on a lawful business with a view to profit to establish 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 can be 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 SAIL address, 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.
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, LLP 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.
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, therefore, 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.
In order to establish 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 establishment 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 establish 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 address 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.
LLP Incorporation Using Electronic Software Filing
Electronic incorporation 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 Ltd is one of the LLP establishment 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.
Can I Deal Direct With Companies House to Establish 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 established limited liability partnership is the best vehicle for your business. If you are unsure about any aspect of establishing a limited liability partnership, please seek professional advice from your solicitor, accountant, or Coddan Ltd - establishment agent.
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 establishment. Establishing contact prior to submitting the necessary forms will help ensure that this process is completed as smoothly as possible.
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. With us, it is not difficult to register your business name in UK; you can register a business name, or reserve a business name with Coddan online.
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.
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.
In order to establish 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 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.
Any new or existing firm of two or more persons will be able to incorporate as an LLP.
Can I Establish an LLP in Scotland as Well as in England and Wales?
Yes. Coddan provides services to new and existing businesses including limited liability partnership establishment services, from readymade LLP s to own name incorporation in the UK. In addition, Coddan provides registered business office address 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.
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?
xv.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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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 establishing limited liability partnership and establishing your registered identity.
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