This is our most popular package with UK residents, and includes: The filing and registration of your LLP The submission of forms detailing the LLP's executive members (partners) Incorporation forms (Form LLP2) do not require the signature of a Notary Public The formation of your LLP within 4-6 working days PPayment of legal and initiation fees The appointment of your own candidates as members for the LLP (a minimum of two people are required) The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Registration A hard bound copy of the Combined LLP Register A hard bound copy of the Partnership Agreement The Minutes of the First Members' Meeting Membership Certificates and completed Members' Register
Premier Package
£ 175.00
Renewal fees from £50.00
This is our most popular package with EU residents, and includes: The filing and registration of your LLP The submission of forms detailing the LLP's executive members (partners) Incorporation forms (Form LLP2) do not require the signature of a Notary Public The formation of your LLP within 4-6 working days Payment of legal and initiation fees The appointment of your own candidates as members for the LLP (a minimum of two people are required) A A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Registration A hard bound copy of the Combined LLP Register A hard bound copy of the Partnership Agreement The Minutes of the First Members' Meeting Membership Certificates and completed Members' Register
Deluxe Package
£ 425.00
Renewal fees from £300.00
This is our most popular package with overseas residents, and includes: The formation of your LLP within 4-6 working days Payment of legal and initiation fees A A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) A LLP nominee designated members service for 1 year The names of the nominee designated LLP members will appear on the public record Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Registration A hard bound copy of the Combined LLP Register A hard bound copy of the Partnership Agreement The Minutes of the First Members' Meeting Membership Certificates and completed Members' Register A General Power of Attorney signed by the Nominees A pre-signed, undated letter of resignation from the Nominee Members An indemnity Letter for the General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees
LLP Creation Checklist: Legal Requirements
Setting-Up LLP: You have to register with Companies House, the method is similar to registering a company. LLP subscribers may be residents outside the UK. A LLP must exist for business purposes: it is a for-profit legal form. Membership: the only members are the partners. Partners must be individuals or corporate bodies. The minimum number of partners are TWO. New partners are normally admitted by the existing partners. Partners can be of any nationality. The business is controlled by the designated members. A LLP can hold property. A LLP can borrow money in its own name. An LLP will be required to appoint at least 2 designated members. LLPs that do not carry on business as a trade or profession such as an investment company will be subject to corporation tax. The LLP is required to have a registered office in the UK.
INFORMATION & GUIDANCE - LIMITED LIABILITY PARTNERSHIP, ELIGIBILITY FOR REGISTRATION AS A LIMITED LIABILITY PARTNERSHIP. WHAT IS A LIMITED LIABILITY PARTNERSHIP?
It 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 incorporation. 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. The research also shows that Accountants and Solicitors will be well represented amongst early adopters of LLP status.
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. Members of a limited liability partnership are taxed on their share of profits and pay the tax and National Insurance contributions (NICs), according to their business structure. An individual will pay income tax and NICs, and a limited company member will pay corporation tax. The costs of registering an LLP from £125.00.
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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 registering British limited liability partnership and establishing your registered identity. Complete and submit application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan CPM LTD to register your proposed LLP within five business days.
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Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
If you have questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
WHEN TO USE A LIMITED LIABILITY PARTNERSHIP?
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 than to a partnership (except insofar as the internal relations are governed by agreement between the members). The Act therefore draws on the principles embodied in the companies' legislation. As a Limited Liability Partnership is a body corporate, partnership law will not in general apply to an LLP. Elements of partnership law may, however, be applied to Limited Liability Partnerships by regulations; such regulations will apply in the absence of agreement as to any matter concerning the mutual obligations of LLP members, or LLP members and the Limited Liability Partnership.
WHAT IS THE DIFFERENCE BETWEEN A LLP 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. 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.
UK LLPs from only £125.00! All Inclusive LLP Registration. Each Limited Liability Partnership package includes all statutory paperwork and is fully compliant with the LLP law. All government and filing fees are included in the cost of our Economy pack. All certificates and documents will be sent directly to you by post immediately following the registration of your LLP. It will take just 5 minutes to complete the online registration form, then your LLP could be up and running within 4-6 working days.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. LLP Pliers Seal - £20.00. 2. Domain Name Registration for two years - £16.00. 3. Provision of a Registered Office Address for 12 months - £50.00. 4. Provision of a Nominee Designated Member for 12 months - £125.00. 5. Certificate of Good Standing - £35.00. 6. Notarisation & Apostille of Documents.
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.
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. 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. In preparing a Limited Liability Partnership agreement, consideration should also be given to the extent to which sect. 459 Companies Act 1985 should apply to the LLP. In its application to a Limited Liability Partnership the provisions of Section 459 (1) may be excluded for such period as may be agreed between the members unanimously in writing.
Section 459 (1) 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 (which may be used as an alternative remedy to Section 459 in suitable cases) cannot 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 maybe 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 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.
WHAT IS THE DIFFERENCE BETWEEN A MEMBER & A DESIGNATED MEMBER?
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, 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 an 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, there fore, represent and act on behalf of the LLP in all its business. An 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 Registrar has received a notice to that effect. Where a member of an 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 1985 and the Insolvency Act 1986, 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 (in Form LLP 2) 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 (Form LLP 8 - and, if relevant, Form LLP 288 (c)); 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 following functions may only be performed by, or are the responsibility solely of, a designated member or designated members of an Limited Liability Partnership: signing Form LLP 3, notice of change of name of LLP. Signing Form LLP 8 giving notice under Section 8 as to whether all members, or just specified members, of the LLP are designated members. Signing Forms 288 (a) (b) or (c) relative to changes of members or in their details. Signing the balance sheet in the annual accounts. Filing annual accounts with the Registrar. Signing Form 244 to claim an extension of three months to the period allowed for filing annual accounts with the Registrar. Signing annual return form LLP 363 (and associated penalty for non-filing).
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 an 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 (Form LLP 363); and acting on behalf of the Limited Liability Partnership if it is wound up and dissolved.
WHAT IS THE MINIMUM NUMBER OF MEMBERS AN LLP 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).
WHAT ARE THE DISCLOSURE REQUIREMENTS?
They are similar to those of a company. LLPs will be required to provide financial information equivalent to that of companies including the filing of Annual Accounts. Among other things, they will also be required to: file an Annual Return; notify any changes to the LLP's membership; notify any changes to their members names & residential addresses; notify any change to their registered office address.
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 their existing company name to a new LLP should contact us. The process will involve a closely controlled company change of name and an LLP incorporation. Establishing contact prior to submitting the necessary forms will help ensure that this process is completed as smoothly as possible.
U.K. LLP
LLP Incorporation & Disclosure
£ 125.00
This is our most popular package with UK residents, and includes:
The filing and registration of your LLP
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