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.

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.

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’ 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.

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 (PAC)– if the registered office is to be situated in Wales.

You can see further details of these restrictions:

• Unique – Your name must not be the same as any other name already registered with Companies House.
• Not restricted – You will need to check your proposed name does not contain 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. 

The LLP’s registered office must be located in England & 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.

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

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.