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.
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
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
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.
The minimum capital contribution is ￡2.
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
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).
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
An authorised person or appointed representative under
the Financial Services Act 1986.
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
- 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.