What happens when the LLP is formed?

The LLP is incorporated at Companies House. For LLPs registered there from 25 October 2010, HMRC says it creates the partnership Self Assessment record from the Companies House information. You would not normally send form SA400 simply because you have formed a new LLP. Check that HMRC has issued the LLP’s own Unique Taxpayer Reference (UTR) and that its details are correct. If a record or reference has not arrived, follow up with HMRC instead of assuming everything is complete.

The LLP’s reference identifies its partnership tax record. It is different from the reference used by any member personally or by a company that is a member. If the LLP was formed before 25 October 2010 or its HMRC record has an unusual history, ask HMRC or a suitably qualified adviser which registration step applies.

Does incorporation register the members too?

No. HMRC needs the details of the people and organisations that become members. An individual member normally registers their partnership status using the SA401 process, even if they already have a personal UTR. A member that is a company, trust or another organisation normally uses the SA402 process. The form or online route depends on the member and on HMRC’s current service rules.

The member nominated to deal with the partnership tax return also has their own registration position. Being a designated member at Companies House and being the nominated partner for HMRC are different descriptions: confirm who is handling each responsibility. The LLP’s UTR, Companies House number, joining dates and existing member references should be gathered before the member registrations are prepared.

If an individual member lives in the UK

Check whether that member is already registered for Self Assessment and tell HMRC that they have joined the LLP. A previous personal UTR does not, by itself, show that HMRC has linked the person to this LLP. HMRC’s current SA401 guidance allows the nominated partner to use its online registration service; other joining partners must use its postal process. If the member cannot use the online service, there is also a postal route.

The member may have to report their share of the LLP’s profits on their own tax return. A member should not assume that tax arises only when money is withdrawn from the LLP. Their National Insurance position, any other income and the treatment of their particular membership depend on their circumstances. Where the special salaried-member rules might apply, ask a tax professional to review the facts.

If an individual member lives outside the UK

Living abroad does not, on its own, remove the need to consider that person’s UK partnership registration and tax position. Gather the member’s actual tax residence, joining date, existing UK tax reference if any, and information about where the LLP earns its profits. A person living abroad may not have a UK National Insurance number; their position should be checked under HMRC’s applicable registration process rather than answered by putting another person’s number on a form.

HMRC’s guidance distinguishes UK profits from profits earned elsewhere and can require different figures for UK-resident and non-resident members. It also recognises cases where an LLP with members in both groups needs separate partnership statements. What the member must report or pay depends on the nature and location of the business, the person’s residence, the allocation of profits and any relevant tax agreement. Overseas residence is neither an automatic UK-tax exemption nor a reason to tax every pound of worldwide LLP income in the UK.

Where an overseas member’s residence or profit share is uncertain, obtain qualified UK and, where needed, overseas tax advice before deciding how to complete the return. A UK registered office by itself does not answer where the LLP’s activities are carried on or where its members are tax resident.

If a company or another organisation is a member

HMRC’s SA402 process is for a member that is not an individual. An existing company tax reference does not remove the need to tell HMRC that the organisation joined this LLP. A corporate member’s share of profits may fall under Corporation Tax rules applicable to that member; a trust or another kind of organisation may have a different tax position.

If the organisation is based overseas, check both its own status and the LLP’s activities before making assumptions about UK tax. A partnership registration step cannot replace specialist advice about an overseas corporate member’s UK tax liabilities or its obligations at home.

What happens after registration?

The LLP may be required to send a Partnership Tax Return to HMRC. The nominated partner is responsible for the partnership return and for providing members with the figures they need for their own tax filings. A member’s own return is separate from the LLP’s return; Companies House accounts are another separate filing. An LLP with overseas business or non-resident members may need more than one set of profit figures for the same period.

Most LLPs carrying on business with a view to profit are taxed under partnership rules: the members are generally taxed on their shares rather than the LLP paying Corporation Tax on the same profits as an ordinary company. There are exceptions, including circumstances where an LLP is not carrying on business with a view to profit. Have those cases reviewed rather than treating the general rule as a guarantee.

Does this also register the LLP for VAT or EORI?

No. Partnership Self Assessment, an individual member’s tax registration, VAT and EORI are different matters. An LLP can have a partnership tax record without being VAT-registered or needing an EORI number. If it makes taxable supplies or moves goods across borders, check those needs separately in our guide to UK LLPs with UK or Overseas Members: Tax Registration, VAT and EORI. A member running another business must consider that business’s registrations in its own right.

How can Coddan help?

If you are forming an LLP, tell us where the proposed members live, whether any member is an organisation, and when the LLP expects to start business. We can discuss the LLP formation and the HMRC registration assistance available for your circumstances. Where work is agreed, we will identify whose record is being addressed, what information you must supply and which services carry separate fees. HMRC controls its own tax records and registration decisions.

For mixed UK and overseas membership, unusual profit arrangements or uncertain tax residence, we can identify the questions that need a qualified tax adviser before anyone relies on a particular tax treatment. Ask Coddan to confirm the available service and written price for your LLP and each member before ordering.