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Date : 05/08/2014
Author : Terrence - Surrey, UK
The UK Limited Liability Partnership is an innovation brought into the law at the beginning of 2001. Although the UK LLP is structured on the U.S. LLC features, there are crucial differences: a Limited Liability Partnership incorporated in the United Kingdom is considered a corporate body and as such statutory accounts must be submitted to Companies House.
The concept of partnership involves a group of individuals or businesses (members) participating in the enterprise sharing its costs, risks, profits and responsibilities. The crucial feature that distinguishes a Limited Liability Partnership is a certain degree of protection granted by the liability limited to the amount invested in the business and to any personal guarantee contributed to raise finance.
There is neither share capital nor a set of corporate documents: a Limited Liability Partnership agreement binding all the members can be put in place to set the internal rules, this document will not be publicly available and can be provided by GR Morgan Formations according to your requirements and needs.
LLPs are frequently adopted by professional practices such as architects, lawyers, accountants and so on.
Limited Liability Partnerships registered in the UK are subject to name restrictions as to which the approval of the Secretary of State is required. The restricted words are: bank, building society, Chamber of Commerce, insurance assurance, benevolent, fund management, investment fund, loans, reinsurance, reassurance, savings, municipal, university trust, trustees or their foreign equivalents.
Furthermore any chosen name similar to existing LLPs or companies, considered offensive, suggesting the patronage of the Royal Family and the Government of the United Kingdom is banned.
A minimum of 2 designated members must be formally appointed and maintained at all times. In case the number of designated members was lower, then all the officers will take up this role. In a Limited Liability Partnership agreement there could be stated that all members are “designated” or only some of them; as long as it is agreed by the others, every member can be appointed at anytime.
Designated members enjoy the same rights and duties as the others, although the law places extra responsibilities on them:
Two equity members must contribute a certain amount to the Limited Liability Partnership according to the written agreement or the law and depending on the agreed financial needs of the entity. The level of ownership is proportional to the amount contributed and there is no minimum suggested in the legislation.
Every Limited Liability Partnerships set up in the UK is required to have a local registered office; it cannot be transferred between the two territories although they are usually treated as one.
LLPs are obliged to file accounts which must be approved by the members and signed by the designated members before being submitted to the Registrar. Smaller partnerships might be exempt, as stated in the Limited Liability Partnership Act 2000, from having the accounts audited if the following conditions are met :
As long as no business or trade is conducted with or within the United Kingdom, Limited Liability Partnerships are transparent for tax purposes, as a result no corporation tax is withheld.
However the members are subject to the current income tax rate as much as in an ordinary partnership or unincorporated business.
There is no disclosure for LLPs in the UK; however, since accounts are submitted to the Registrar and then publicly available, an inspection could be required under certain circumstances for accounting purposes.