Forming A LLP
A limited liability partnership is a new form of legal business entity with limited liability.
The main difference is that a limited liability partnership has the organisational flexibility of a partnership and is taxed as a partnership. In other
respects it is very similar to a company.
The Act generally allows two or more persons associated for carrying on a lawful business with a view to profit to form a limited liability
partnership by subscribing to its incorporation document - Form LLP 2. (In law, 'person' includes individuals and companies.) However,
limited liability partnerships are not available for all activities such as non-profit-making activities.
If you wish to form a limited liability partnership, you will need to send an Incorporation Document Form LLP2, together with the registration
fee to the Registrar of Companies. You may wish to ask Penn Accounts to set up your LLP for you.
The Incorporation Document
The form sets out:
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The Form LLP2 includes a statement of compliance that must be signed by a solicitor or a proposed member. Whoever signs the statement
must indicate in what capacity they are signing the form. All members and designated members must sign and date the incorporation
document to confirm their consent to act.
The Registered Office
is the address of a limited liability partnership to which Companies House will send letters and reminders. The registered office can be anywhere
in England and Wales (or Scotland if your limited liability partnership is registered there). The registered office must always be an effective address
for delivering documents to the limited liability partnership, and to avoid delays it is important that all correspondence sent to this address is dealt
with promptly. If a limited liability partnership changes its registered office address after incorporation, the new address must be notified to
Companies House on Form LLP287.
Valid Addresses
Companies House uses the Post Office address file to verify addresses, so to avoid delays, please ensure that your proposed registered office
address is recognised by the Post Office and always give the correct postcode on forms sent for registration.
Minimum Number of Members
Every limited liability partnership must have at least two, formally appointed, designated members at all times. 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 members.
After incorporation, you must tell Companies House about:
The limited liability partnership's name;
-Where the registered office of the limited liability partnership is situated (in england, wales or scotland);
-The address of the registered office;
-The name, full address and date of birth of each member; and
-Which of these persons are to be designated members or that all members are designated members.
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Filing Documents
All limited liability partnership formation documents are subject to certain checks including checks of prospective members against the register of disqualified
directors and members.
The Registrar then keeps the documents delivered and makes them available for public inspection.
Incorporation
If all the documents are correct, the limited liability partnership will normally be incorporated within five working days from receipt at Companies House.
There is also offer a premium same-day registration service at our Cardiff and Edinburgh offices (this service is not available at the London Information
Centre).
A Member or A Designated Member?
With the agreement of the other members, a member may become a designated member at any time. Designated members have the same rights and
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 extra responsibilities on designated members. In particular, designated members are
responsible for:
The appointment of a new member or designated member - use Form LLP288a;
-A member or designated member ceasing to act in the limited liability partnership - use Form LLP288b;
-Changes in a member's or designated member's name or address or any of the other details originally registered on Form LLP2 - use Form LLP288c;
-Changes in a member's status (member to designated member or vice versa ) - use Form LLP288c;
-A reversal of the decision that either all members or only specific members will be designated members - use Form LLP8. (Forms LLP288c, changing the status of each member, may also be required).
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Designated members are also accountable in law for failing to carry out these legal responsibilities.
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 Change 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 And Dissolved.