IMPORTANT INFORMATION
UK LLPs provided by CMS must be formed with a view to making profit and for the purpose of international trade of goods or services either as principal or agent or for the provision of consultancy or related services. International UK LLPs established by CMS have operating agreements which preclude UK resident members from the undertaking of business in the UK, ownership of property or shares and the sale of membership interests within the UK.

GENERAL INFORMATION
Introduction

A limited liability partnership is a new form of legal business entity with limited liability. The main features of limited liability partnerships are that they have organisational flexibility but are taxed as partnerships. In many other respects they are very similar to companies.

The Limited Liability Partnership Act 2000 generally allows two or more persons carrying on a lawful business with a view to profit to form a limited liability partnership. However, limited liability partnerships are not available for all activities such as non profit making activities.

Every limited liability partnership must at all times have at least two, formally appointed, designated members. (Designated members are analogous to the executive directors and the company secretary of a company). 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).

With the agreement of the other members, a member may become a designated member at any time. Designated members enjoy the same rights and owe the same duties towards the limited liability partnership as any other member. These mutual rights and duties are governed by the limited liability partnership agreement and the general law. However, the law also places additional responsibilities on designated members. 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 changes to the registered office address or name of the limited liability partnership;
- preparing, signing and delivering to the registrar an annual return (Form LLP363); and
- acting on behalf of the limited liability partnership if it is wound up or dissolved.

Designated members are liable in law for failing to carry out these legal responsibilities.

TYPE OF LAW
Common Law. Based on English Company Law

TIME TO INCORPORATE
1 - 8 Days

COMPANY INFORMATION

Name Restrictions
Any name which is identical or too similar to an existing LLP or company; any name which would be considered offensive or suggests criminal activity; or any name that suggests the patronage of the Royal Family or the Government of the United Kingdom.
Restricted names include the use of the following words:- assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.

Language of Name
Whilst the name of company can be in any language, the documentation must be in English. Any name in a language other than English must be accompanied by a certified translation to ensure that the name is not restricted.

Suffixes to Denote Limited Liability
Limited Liability Partnership or the relevant abbreviation.

Capital
The minimum capital contribution is ￡2.

Taxation
Members of a UK LLP wil be exempt from UK tax provided that no business or trade is carried out with or within the United Kingdom.

Financial Statement Requirements
All UK LLPs are required to file accounts with the Registrar of Companies. Audited (rather than un-audited) accounts must be delivered to Companies House if the limited liability partnership falls into any of the following categories:

Category One
A parent limited liability partnership or subsidiary undertaking (unless dormant for the period during which it was a subsidiary) except where the group:
- Qualifies as a small group or would qualify if all bodies corporate in the group were companies; and
- The turnover for the whole group is not more than ￡1 million net or ￡1.2 million gross; and
- The group's combined balance sheet total is not more than ￡1.4 million net (￡1.68 million gross).

Category Two
A member of a group in which any member is:
- A banking or insurance company;
- A public company or body corporate which (not being a company) has power under its constitution to offer shares or debentures to the public;
- An authorised person under the Financial Services Act 1986.

Category Three
An authorised person or appointed representative under the Financial Services Act 1986.

Category Four
A special register body or employers association under the Trade Union and Labour Relations (Consolidation) Act 1992. The annual accounts must contain details of:
- Turnover; balance sheet signed by the designated members: an auditors' report signed by the auditor (if appropriate); notes to the accounts; and group accounts (if appropriate).
- Where the profit figure exceeds ￡200,000, the amount attributable to the member with the largest profit share.
- The profit and loss for the year before members' remuneration/profit shares.
- Aggregate capital or loans put in by members and aggregate amounts withdrawn during the year by members.

All UK companies are required to file accounts prepared in statutory form with the Registrar of Companies and the Inland Revenue. Companies whose annual turnover does not exceed ￡5,600,000 are not required to file independently audited accounts and in such cases the directors must self-certify the accounts. Accounts must be filed and are available for inspection by the public.

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any error or omission.