The LLP is a recent innovation of UK law, having been enacted by the Limited Liability Partnerships Act 2000. The Act became law on 1/4/2001. The UK LLP is similar in conception to the United States LLC, but there are differences. In particular an LLP is a body corporate, and it must publish statutory accounts at Companies House.

Fides Partners Limited has created a range of packages to suit the requirements of your company, be it a dormant company or an active trading company. Our comprehensive company formation packages include the following:

Registration of your LLP with companies house Registration of your LLP with companies hous           £185             mid       Registration of your LLP with companies hous Registration of your LLP with companies hous Registered Address £320 Mail Forwarding

A Limited Liability Partnership ('LLP') is similar to an ordinary partnership in that a number of individuals or limited companies, known as the "Members", share in the risks, costs, responsibilities and profits of the business. The difference is that liability is limited to the amount of money they have invested in the business and to any personal guarantees they have given to raise finance. This means that members have some protection if the business runs into trouble. An LLP does not have a share capital or a set of Memorandum and Articles of Association. Instead, the Members of the LLP can choose to put in place a LLP Agreement that binds all the members. This document is not required to be sent to Companies House and is therefore not available to the public. Fides Partners Limited can produce a LLP Agreement tailored to your requirements. LLPs are commonly used by professional practices such as accountants, lawyers, architects, etc.

Name Restrictions 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. Any name which is too similar to an existing LLP or company; any name which would be considered offensive; or any name that suggests the patronage of the Royal Family or the Government of the United Kingdom.

Designated 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.

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:

• 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.

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

Capital: Every LLP must have two equity members. They each agree in accordance with the written Agreement to contribute an amount to the LLP. This contribution determines the level of ownership of the LLP. There are no default provisions in this regard and where there is no agreement members will need to discuss and agree. There is no guidance in the legislation suggesting the level of capital contribution. Each LLP must decide what its financial needs are and arrange for this to be spread across the members.

Registered Office: Every UK LLP requires a registered office in either England or Wales. It is not possible to change from one country to another, however, England and Wales are generally treated as one country. The registered office of the LLP must not be confused with its trading address (es).

Audit and Annual Accounts: All UK LLPs are required to file accounts with the Registrar of Companies. The accounts must be approved by the members and signed on behalf of the members by the designated members. All limited companies and LLP's must deliver a set of accounts to the Registrar of Companies. Provisions exist in the Act for smaller companies and LLP's to be exempt from filing full accounts. An LLP must have its annual accounts audited by a registered auditor although it may be possible to be exempt from the audit requirement if;

• It is dormant, or
• If it has a turnover of less than £ 5.6 million.
• The auditor, if required, need not be appointed until after the year end.

Taxation: The LLP is transparent for tax purposes and therefore no corporation tax is payable. Only when the LLP is being wound up might gains accrue to the LLP and not the members. However Members of an LLP are subject to income tax at the current level and dependant on income in the same was as in ordinary partnerships or unincorporated businesses. The members exemption from UK tax is only applicable provided that no business or trade is carried out with or within the United Kingdom.

Disclosure: No, but disclosure may in certain circumstances be required for accounting purposes. (Accounts must be filed and are available for inspection by the public).