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How To Register UK Limited Liability Partnership (LLP)?

A limited liability partnership (LLP) is a UK legal entity with its members’ liability limited to a predetermined amount, for example, the contribution made during registration.

A limited liability partnership is often rightfully compared to a limited company. However, unlike an LTD, an LLP has a flexible structure and is not subject to corporate taxation. Like other UK partnerships, an LLP is tax transparent, meaning that its revenue is not taxable and is distributed among its members who pay income tax according to their tax residence.

Another feature of LLPs is that they cannot be used for not-for-profit activities and certain types of for-profit activities. For example, UK LLPs cannot be engaged in the banking and insurance industries and trust management of a third party’s assets.

Who Can Register a UK LLP?

A UK LLP must have at least two members. They can be both individuals and legal entities, regardless of their nationality. Legal entities that are members of an LLP are also called corporate members.

Who are Limited Liability Partnership Designated Members?

According to the law in force, a UK LLP must have at least two appointed designated members. Designated members have additional responsibilities:

  1. They appoint an auditor when needed.
  2. They are responsible for accounts.
  3. They register the LLP with the HMRC to file a tax return.
  4. They register the LLP for VAT if it turns over more than £85,000.
  5. They prepare, sign on behalf of other members and deliver the annual accounts to Companies House.
  6. The notify Companies House of any changes to the LLP (changes to the registered office address, the name or the membership).
  7. They act on behalf of the LLP once it is wound up and dissolved.

All members of an LLP may be appointed designated members. They will be held accountable by law for failing to carry out their legal responsibilities, in particular, to file annual accounts late or in an incorrect format.

UK Limited Liability Partnership Registration

You can register an LLP on your own or get assistance from a qualified advisor. Even though the UK authorities have made the registration procedure as simple and convenient as possible, our experts strongly recommend that you get in touch with experienced advisors to save you time and set up a UK LLP promptly.

The LLP incorporation process includes several steps.

1. Choosing an LLP name

Requirements for an LLP name are roughly the same as for the name of any other legal entity. You cannot choose a name that is the same as an existing trade name or a name of a company registered in the UK (there are some exceptions to this rule). Offensive and discriminatory words are also prohibited. If you have the right to use words referring to the Government, the municipal administration, the Royal Family or your professional licence, you will have to prove it.

Unfortunately, in the UK, you cannot have your chosen LLP name approved and registered until the LLP is incorporated. That is why your advisor must check the availability of the name through a WebCheck service on the Companies House website and in the trade mark journals.

2. Registered Office Address

The registered office address of your LLP does not have to be the same as its physical address. Nevertheless, it must be a real UK postal address or an office where mail can be delivered. If an LLP does not receive its correspondence or fails to respond to official notices, it is likely to be stricken off the register.

The registered office address must be in the same UK region as the local office of Companies House where you applied for your LLP incorporation. For example, if you register an LLP with the Cardiff office of Companies House, your registered office address cannot be in Northern Ireland.

3. Application To Incorporate UK LLP

The main document on the grounds of which Companies House will register your LLP is an application to incorporate an LLP, referred to as Form LL IN01.

This form contains the following information about the LLP:

  1. LLP name.
  2. Location of the registered office: England and Wales, Wales, Scotland or Northern Ireland.
  3. Registered office address.
  4. Detailed information about all the members.
  5. Names of the designated members or indication that all members are designated.
  6. Information about people with significant control (PSC) or a statement about no PSC in the LLP.
  7. Copy of approval from the authorities to use sensitive or restricted words or expressions in the LLP name, if any.
  8. Declaration of the members that the business is lawful.

4. Limited Liability Partnership Incorporation Process

An application to incorporate a UK LLP can be submitted either by your representative or by yourself by post or via a special application.

Companies House charges an application fee that is paid in a bank branch if you send an application form by post, and you must attach a receipt. If you apply via the app, as legal representatives usually do, card payments are accepted.

The UK authorities will decide on your application to incorporate an LLP within:

  • 48 hours, should you apply using the app;
  • 5 days after your application is received if you have sent it by post.

The applicant will get a certificate of incorporation that contains the LLP name and its registration number.

Our experts offer incorporation packages for entrepreneurs not only to quickly establish a UK Limited Liability Partnership but also to open a bank account at a UK bank, as well as obtain UK Standard Visitor visas for two members of your LLP.

Our company is a qualified registration agent, so we can have an LLP incorporated within just a couple of days through a special application. Apart from standard services, such as providing a registered office address and managing your partnership, we offer help with running a business, tax optimisation, finding accommodation for your family and a school for your children. Imperial & Legal’s experts also provide accounting services and can assist you with submitting your first corporate annual accounts. For further information about other services provided by Imperial & Legal, feel free to get in touch.

FAQ About Incorporation of UK Limited Liability Partnership

Which document regulates the rights and responsibilities of LLP members?

The main document of an LLP is a partnership agreement signed by all members that regulates the following issues:

  • Profits distribution between members;
  • LLP’s decision-making strategy;
  • Members’ responsibilities;
  • Becoming and resigning as an LLP member.

What are the benefits of UK limited liability partnerships, apart from pass tax transparency?

Under certain circumstances, Limited Liability Partnerships are exempt from the stamp duty when purchasing or selling real estate in the UK.

Who are people with significant control (PSC) in a UK LLP?

A PSC is a person who:

  1. Holds (directly or indirectly) more than 25% of the LLP’s shares.
  2. Holds (directly or indirectly) more than 25% of the voting rights on LLP’s matters that are decided by a vote.
  3. Has the right to appoint or remove the majority of those involved in the LLP’s management or has the right to exercise (or exercises) control over the LLP.

What documents are usually held at an LLP’s registered office?

LLP must keep and regularly update a register of its members, a register of its members’ residential addresses and the PSC register. As a rule, these documents are kept at the LLP’s registered office.

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