Is this your proposed online-trading enterprise?

This route is for founders, traders, brands, manufacturers, distributors and other independent people involved considering an LLP for direct-site, marketplace, social-commerce or multi-channel trade. Amazon, eBay, Etsy and Shopify are examples only. The decision concerns the enterprise—not a particular platform.

The genuine e-commerce-business test

What will be sold, by whom, to whom and where? Where are members, stock, suppliers and fulfilment? Who owns the accounts and commercial assets? How will the activity make profit? A proposed name or seller profile does not answer those questions.

Organisation before instrument: an LLP can be incorporated even when it is commercially unsuitable. Decide the organisation before choosing a formation package.

An LLP is only one possible trading structure

the LLP-versus-company comparison provides the complete LLP-versus-company and alternative-structure comparison.

Map the channel, seller and authority before formation

Direct sites, marketplaces, social commerce, subscriptions and B2B portals create different provider contracts, data flows and payment arrangements. B2C and B2B duties differ. Own-brand, resale, manufacturing, distribution, dropshipping, print-on-demand and third-party fulfilment also allocate risk differently.

Members and control: an LLP needs at least two designated members. Members may act as agents in its business. PSC status depends on statutory rights and influence—not sales, account access or title. Individual members must verify identity and provide Companies House personal codes; verification does not prove authority, ownership or compliance.

Incorporation is not marketplace onboarding or an asset transfer

A marketplace retains its own eligibility, identity, ownership, bank, tax, product and monitoring decisions. Companies House registration proves that the LLP exists; it does not compel account approval, transfer an existing profile, reactivate a suspension or approve a category, listing or advertisement.

VAT, EORI and customs depend on the actual trading route

Formation does not register the LLP for VAT or issue an EORI number. The current general VAT-registration threshold for an established business is £90,000 of taxable turnover, but other rules—including those for non-established taxable persons—can apply. Marketplace VAT rules cover specified transactions; they do not remove every seller obligation.

Consumer and product duties do not follow from incorporation

Online B2C trading may require pre-contract information, cancellation, delivery, returns, refunds, remedies and fair terms. Product duties depend on the goods, supply-chain role and territory. Listing approval and supplier assurance do not prove legality or safety.

Brands, data, banking and payments require separate authority

Default rules are not an e-commerce governance system

Without an effective agreement, statutory defaults may include equal sharing of capital and profits, participation in management, no remuneration merely for acting in the business, all-member consent for a new member, and majority decisions for ordinary matters with unanimity for changing the nature of the business. They do not allocate accounts, brands, stock, data, platform credentials, importer duties, tax responsibility, default or exit arrangements.

An LLP agreement organises members internally. It does not replace marketplace, supplier, distribution, fulfilment, warehouse, logistics, consumer, privacy, IP, payment or asset-transfer documents. LLP agreements and governance and solicitors own bespoke or disputed work.

Can a standard LLP agreement cover this case?

Governance Setup or First-Year Administration may use an approved standard or adapted LLP agreement only when every condition passes and Coddan accepts the application:

1. Every member and authorised decision-maker is identified.
2. The online-trading business and model are defined.
3. Products/services, channels and territories are identified.
4. Contributions and economic rights are settled.
5. Management, voting and authority are settled.
6. Ownership of brands, domains, websites, content, listings, stock and relevant assets is known.
7. Seller-of-record and relevant importer/economic-operator positions are identified.
8. Approved clauses can record internal instructions accurately.
9. No active negotiation or ownership, valuation or contribution dispute remains.
10. No existing account, inventory, contract, website, domain, customer data, goodwill or IP transfer is included.
11. No bespoke supplier, distribution, fulfilment, warehousing, logistics, marketplace, payment, data, licensing or consumer document is required.
12. No bespoke deadlock, default, compulsory-transfer, vesting, call, put or exit mechanism is required.
13. No foreign-law, customs, product, consumer, data or marketplace document is required.
14. No VAT, customs, product, marketplace, banking, payment or regulatory conclusion is included.
15. Human review confirms the standard scope records the settled instructions accurately.

Information, evidence and acceptance boundaries

Coddan requires people involved and authority; identity and PSC facts; products, channels and territories; seller/importer roles; stock, suppliers, fulfilment and returns; account and asset ownership; VAT/EORI/customs status; product and consumer evidence; data/IP facts; banking/payment plans; and advice already obtained.

There is no separate LLP for E-commerce and Online-Marketplace Trading assessment product, price, credit or checkout. Unlawful purpose, unverifiable authority, withheld evidence, unsafe/prohibited trade, attempted account-circumvention, sanctions/AML concerns, disputed rights or missing clearance may require pause or refusal.

From accepted formation to a working trading organisation

1. Recognise you and commercial model.
2. Map products, channels, territories, seller/importer roles and existing assets.
3. Decide LLP suitability and route the LLP-versus-company comparison, international and non-UK LLP formation or specialist questions.
4. Identify members, designated members, authority, PSCs and identity evidence.
5. decide whether the facts are straightforward or require assessment and quotation and obtain required clearance.
6. Apply the package and agreement-fit gates.
7. Complete KYC/AML and human acceptance.
8. File accepted particulars through UK LLP formation or international and non-UK LLP formation and record the outcome.
9. Complete separate onboarding, asset, tax, product, consumer, data, banking and operational implementation.

Use LLP annual accounts for LLP annual accounts and LLP confirmation statements and continuing compliance for confirmation statements and the continuing filing calendar.

Choosing a formation package

The packages displayed on this page are available only where the LLP is suitable, the facts are sufficiently settled, the required evidence has been supplied and Coddan accepts the instruction. Selecting a package does not resolve legal, tax, regulatory, ownership, transfer or operational questions.

The selected formation package sets out the work included. Companies House fees, VAT, identity verification, address services, documentary work and professional advice remain separate unless the selected package expressly says otherwise. Overseas people involved, corporate members, layered ownership or other complexity may require the international formation route and a written quotation.

Who handles each part of the work

Formation, implementation and continuing responsibilities

Evidence that supports a sound decision

Official sources and important limits

• Limited Liability Partnerships Act 2000 and LLP Regulations 2001.
• Companies House LLP formation guidance, fees, incorporation requirements and identity guidance.
• VAT registration, online-marketplace VAT and EORI guidance.
• online and distance selling and product-safety advice.
• ICO direct-marketing and electronic-communications guidance and lawful-basis guidance.

Choose the correct next route