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FORMING AN LLP

This guidance discusses the nature of limited liability partnerships (LLPs) and describes the formation process.

To ensure an LLP is the correct legal form for you, it may be advisable to read our Partnership Agreement and Company Formation guides to ensure that it would not be more appropriate for you to form a limited company or a standard partnership.

What is an LLP?

Limited liability partnerships are a hybrid between a limited liability company and a traditional partnership. They have a structure similar to general partnerships, but also benefit from limited liability. They are corporate bodies with a separate legal identity to their members.

LLPs have a lot of the flexibility traditionally associated with general partnerships but also bear some of the maintenance obligations of limited companies.

Members

Limited liability partnerships have members rather than shareholders or directors. A member is both an owner of the LLP and is entitled to participate in its management.

An LLP must have at least 2 members and at least 2 of the members must be 'Designated Members' – (although you may choose to make all members designated members).Members can be individuals or corporate entities. Please note that a member cannot be an undischarged bankrupt or someone who has been disqualified from acting as a director of a company.

Designated Members

'Designated members' have a number of administrative obligations similar to those imposed on directors of a company, such as appointing an auditor, signing and delivering accounts and annual returns and notifying Companies House of any changes in the structure of the LLP.

An LLP can have an unlimited number of members. It must have at least two formally appointed members on incorporation; but will not cease to exist if, for example, one of those members dies. However, if a single member carries on business for more than 6 months, that single member will be personally liable for the LLP's debts and liabilities.

What information is needed to form an LLP?

A NAME

The restrictions on your choice of name are the same as those applied to other types of limited company, except your name must end either 'LLP', 'Limited Liability Partnership' or the Welsh equivalent - if the registered office is to be situated in Wales.

You can see further details of these restrictions by clicking:

  • What are the restrictions on my choice of company name?
    • Unique - Your name must not be the same as any other name already registered with Companies House.
    • Not restricted - Our FREE Advanced Company Name Checker will check your proposed name against a database of restricted words and expressions. For example the words 'Royal', 'International' and 'British'.
    • Not offensive - Your proposed name must not be offensive or imply a criminal activity. Our FREE Advanced Company Name Checker will check your name against the more common (although not all) offensive words.

  • You can check whether your chosen name is available and that there are no restrictions on its use by using our free advanced company name check facility.

    A REGISTERED OFFICE

    The LLP's registered office must be located in England & Wales, Wales, Scotland or Northern Ireland.
    As with other companies, the LLP must maintain a registered office in this location throughout its life - For example, if you have chosen a registered office in Scotland then your LLP's registered office must always be a physical address within Scotland.

    THE TYPES OF MEMBERS

    You will need to decide whether all members will be Designated Members. Please read the guidance given above this table.

    MEMBERS' DETAILS

    You will need to gather the details of all the proposed members.

  • What information is required for each member?
    • the full name of the member,
    • any former names used in business (other than maiden names),
    • date of birth (not corporate members),
    • country of residence,
    • a service address (this can be the registered office) and their residential address. These two can be the same as long as they are both the member's usual residential address. Corporate members are only required to state their registered office address,
    • whether the member is going to be a designated member, and
    • for corporate members only you will also need the place of registration and registered number and (if formed outside the EEA) the form of the corporate entity and applicable governing law.
  • What do I do to form an LLP?

    If you would like Legal Clarity to form your LLP then please click the 'MAKE ENQUIRY' button to learn more about our service and receive a quote or contact us on 08456 800 727.
    MAKE ENQUIRY


    If you would like to form the partnership yourself then we will, regretfully, be unable to give you individual advice or help. However, we have provided some general guidance below which will hopefully point you in the right direction:


    COMPANIES HOUSE FORM

    You will need to have completed the appropriate Companies House form:

    If your LLP intends to have more members than the basic form allows, continuation sheets can be found at:

    FILING THE FORM

    The completed form (together with any continuation sheets) should be printed. Each proposed member must sign where indicated to confirm his consent to act as a member. A member or a solicitor must then make the declaration and sign at the end of the form.

    The signed form (and any continuation sheets) should be sent to the relevant Companies House office indicated at the end of the Form LL IN01 depending on the country in which your LLP is being formed together with a cheque for the filing fee.

    The standard filing fee is £40 but you can arrange same day incorporation of your LLP for an additional charge (£100 instead of £40). Make sure the envelope is marked "Same Day Incorporation" if you are using that facility. Cheques should be made payable to "Companies House".

    LLPs cannot currently be formed electronically (unlike companies), so if you only pay the standard filing fee there is usually a delay of about seven to ten days.

    After sending the Application Form

    Once the form has been sent and the fee paid to Companies House (The Registrar) they will proceed to incorporate your LLP (assuming everything is in order). When satisfied they will issue a Certificate of Incorporation.

    Like companies, LLPs must keep registers of members, members' residential addresses, debenture holders and charges. These registers must be open for inspection at the registered office (or such other address as has been appropriately notified to Companies House).


    Get an LLP formation for £40

    We will form your LLP for £40 (the Companies House filing fee) when you use our LLP Agreement service.

    Limited Liability Partnership Agreement Service
    Total Price: £495    ( £594.00 inc. VAT)
    Do you also need to form an LLP?
    Our formation service is only £40 when ordered with an LLP agreement.


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