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 LIMITED LIABILITY PARTNERSHIP-UKLIMITED LIABILITY PARTNERSHIP-UK1. What is a limited liability partnership?
A limited liability partnership is a new form of legal business entity with limited liability.
2. What is the difference between a limited liability partnership and a limited company?
The main difference is that a limited liability partnership has the organizational flexibility of a partnership and is taxed as a partnership. In other respects it is very similar to a company.
3. Who can form a limited liability partnership?
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. (In law, 'person' includes individuals and companies.) However, limited liability partnerships are not available for all activities such as non-profit-making activities.
4. How do I form a limited liability partnership?
You will need to send an Incorporation Document, together with the registration fee to the Registrar of Companies.
5. What is an Incorporation Document?
The form sets out:
6. What is a registered office?
It 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). If a limited liability partnership changes its registered office address after incorporation, the new address must be notified to Companies House.
7. What is the minimum number of designated members a limited liability partnership requires?
Every limited liability partnership must have at least two, formally appointed, designated members at all times. After incorporation, you must tell Companies House about:
8 What is the difference between a member and 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:
Designated members are also accountable in law for failing to carry out these legal responsibilities.
9. Can I choose any name I want for my limited liability partnership?
No. There are some restrictions on your choice. Names cannot be reserved and formation applications are not processed strictly in order of time or date of receipt. In the unlikely event that we receive more than one application to register the same name, only one will be registered. The second will be refused because the name would then already be on the names index. There can be no guarantee which application will be processed first. In general, company incorporation applications delivered electronically are processed more quickly than other applications delivered on paper, including LLP applications.
10. How long does it take to incorporate a limited liability partnership?
If all the documents are correct, the limited liability partnership will normally be incorporated within five working days from receipt at Companies House.
11. What information does Companies House require?
Designated members have a personal responsibility to make information about the structure, management and activities of their limited liability partnership available both to the members of the limited liability partnership and to the general public. This will include accounts.
12. What period should the accounts cover?
A limited liability partnership's first accounts must start on the day of incorporation. The first financial year must end on the 'accounting reference date' or a date up to seven days either side of this. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.
13. How is the accounting reference date set?
The accounting reference date is the date in each year to which accounts will be drawn up. The date depends on the date of incorporation as it is the last day of the month in which the anniversary of incorporation falls. For example, if your limited liability partnership is incorporated on 2 July this year, the accounting reference date will be 31 July, and its first financial year must end on 31 July next year (or within seven days of that date).
14. Can the accounting reference date be changed?
Yes. You may change it by sending Form to the Registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts to us.
15. How long do I have to deliver accounts?
The first accounts of a limited liability partnership must be delivered:
16. What else must I tell Companies House?
Here are some of the important things that you must tell us about - using, in most cases, a special form we provide, and within the time limits stated.
17. What about annual returns?
Every limited liability partnership must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.
18. What does Companies House do with the information limited liability partnership sends?
The information is available to anyone who wants to see it.
9. What happens if I don't send the information to Companies House on time?
If your accounts are delivered late, there is an automatic civil penalty for late filing. This is between £100 and £1,000.
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