A Limited Liability Partnership (LLP) is a business structure which combines some of the aspects of partnerships with those of limited liability companies. It has been possible to set up an LLP in the UK since the Limited Liability Partnership Act 2000 came into force in 2001.
The LLP is the most popular incorporated business structure among industry professionals such as accountants and solicitors, who most often operate as partnerships.
The benefits of forming an Limited Liability Partnership
Limited Liability Partnerships bring together some of the advantages associated with both regular partnerships and limited companies. This type of business entity combines the flexibility of partnerships and the financial protections of companies. Some of the specific benefits of forming an LLP include:
- Limited liability – whereas regular partnerships come with financial risks for each partner, LLPs restrict personal liability for losses (e.g. in the case of insolvency) in proportion to each partner’s capital contribution.
- Distribution of profits – unlike with a limited company, where allocation of profits is strictly according to shareholding percentages, the profits of LLPs can be allocated on a discretionary basis. As well as profits, there is much more freedom for LLPs to make other distributions (e.g. advance loans and return of capital to members) and it is not restricted by capital maintenance rules etc.
- Tax efficiency – limited liability partnerships are not subject to corporation tax. The downside is that profits cannot avoid tax by being ploughed back into the business (as is the case with limited companies); all profits are subject to income tax.
- Flexibility – the internal structure of LLPs is more flexible compared to limited companies. There is less formality involved with appointing or removing members or altering their rights and duties. Furthermore, decisions do not require shareholder meetings and associated resolutions etc. A new member can be introduced by a simple execution of a deed of adherence to the LLP Agreement.
- Confidentiality – the Member’s Agreement (also known as an LLP Agreement) can be kept private, unlike a limited company’s articles of association which need to be filed with Companies House.
How does an LLP differ from a limited company?
Before we look at the differences between LLPs and limited liability companies, let’s first consider the similarities:
- Limited liability – the most obvious aspect shared between the two business entities is that the members (directors or partners) are generally not personally liable for the debts of the organisation.
- Legal personality – both limited companies and LLPs are considered to be legal entities in their own right. This means that the business can enter into contracts and be held to account, rather than it having to be individuals.
- Formation – there are many similarities in terms of the official administrative process involved with setting up an LLP and a limited company. Both must be registered with Companies House and abide by the rules regarding company names.
- Insolvency – the insolvency rules for LLPs is broadly similar to that of limited liability companies. They can propose a voluntary arrangement, apply to the court for an administration order, resolve to go into voluntary liquidation etc.
- Floating charges – as with limited companies, LLPs can issue debentures and give fixed charges and floating charges over their assets.
However, as well as many similarities, there are some crucial differences:
- Shares – unlike companies, Limited Liability Partnerships have no share capital or shareholders. Distributions of profits are normally documented in a Members’ Agreement (LLP Agreement). This agreement also sets out the decision making process, the relationship between the members (partners) themselves and with the LLP.
- Flexibility – LLPs do not have articles of association and generally have more flexibility and informality over their internal organisational structure compared to limited companies. The LLP Agreement mentioned above is a private document which does not have to be shared with Companies House.
- Tax – despite being treated as a separate legal identity, for tax purposes LLPs are treated in exactly the same way as traditional partnerships. Each member (partner) is individually liable to pay tax on their own share of takings from the business. LLPs do not pay corporation tax, but if one of the members is a limited company then it will have to pay corporation tax in the usual way.
What are the filing requirements of an LLP?
Confirmation statement (LL CSO1)
All Limited Liability Partnerships, including those which are dormant or not trading, are legally required to submit a ‘confirmation statement’ (formerly known as an Annual Return) each and every year to Companies House. The confirmation statement (form LL CS01) is essentially used to confirm that the LLP details are up to date. This can either be done online or by using a paper form (although the latter costs £40 to file).
Members of every LLP must prepare annual accounts for each financial year. These should include:
- a profit and loss account (or income and expenditure account, if the LLP is not trading for profit);
- a balance sheet signed by a member on behalf of the board, and the printed name of that member;
- notes to the accounts; and
- group accounts (if appropriate).
Unless the LLP is exempt from audit, accounts must generally be accompanied by an auditors’ report stating the name of the auditor and signed and dated by them.
A copy of these annual accounts must be sent to:
- every member of the LLP;
- every holder of the LLP’s debentures; and
- every person who is entitled to receive notice of general meetings.
Additionally, they must be filed with Companies House (and, in some instances, with other regulatory bodies).
Note: Small LLPs may prepare an abridged version of their accounts. They can also usually claim exemption from audit requirements. For more information, see GOV.UK.
How do you form an Limited Liability Partnership?
A Limited Liability Partnership can be incorporated with a minimum of two members. These members can either be individuals (generally called partners) or limited companies (known as corporate members). To set up the LLP, the following steps must be taken:
Choosing a name
The first thing to do is to choose a name. The rules around business names for LLPs are broadly similar to those for limited companies. Names should not be too similar to other registered company names – and they should not contain offensive or sensitive words. Names for LLPs must end in ‘Limited Liability Partnership’ or ‘LLP’ (Welsh equivalents can be used for LLPs registered in Wales).
A registered address must be chosen for official purposes. This must be a physical mailing address (not just a PO Box number) and it must be in the same country as that in which the LLP is registered (e.g. a Scottish registered LLP must have a Scottish registered address). Although home addresses are acceptable, it should be noted that these will be publicly available on Companies House public register.
Registering an LLP
LLPs must be registered with Companies House, in the same way as limited companies. However, registration of a Limited Liability Partnership cannot currently be done online. It can be done by post (using form LL IN01) at a cost of £40.00, using third-party software or via a formation agent (e.g. Quality Company Formations can register an LLP for £29.99 plus VAT which is cheaper than the cost of registering it yourself by post – see further information below).
There must be at least two ‘designated’ members at all times. However, there is a choice between (i) making all members designated by default or (ii) only having certain named members classed as ‘designated’ (this is a choice that can be changed using form LL DE01). Although all members have certain duties set out in the LLP Agreement (see below), designated members have extra legal responsibilities including:
- Registering the LLP for VAT, if required
- Appointing an auditor, if necessary
- Maintaining accounting records
- Submitting annual accounts to Companies House
- Submitting confirmation statements to Companies House
- Informing Companies House about any relevant changes (e.g. registered address, members’ details, name of LLP etc.)
- Acting for the LLP if it is wound up and dissolved
Although it’s not required, Limited Liability Partnerships should generally create a Members’ Agreement, also known as an LLP Agreement. LLP Agreements outline how the business is run and organised, including:
- How profits should be distributed among the members
- How decisions are made and who needs to agree etc.
- The various responsibilities of individual members
- How members can join or leave the LLP
The Members’ Agreement should be set up at the outset to avoid any potential disputes further down the line, and to ensure that everyone understands their rights and responsibilities. A solicitor can help to prepare an LLP Agreement – or a draft agreement can be obtained from Quality Company Formations (see below).
For more information on setting up and running an LLP, see GOV.UK.
Our LLP Package
Quality Company Formations can help you set up a Limited Liability Partnership quickly and easily.
Our LLP Package offers excellent value and provides online company set up in 3 to 6 working hours, digital and printed LLP incorporation documents and a free draft LLP Agreement. All for a cost of just £29.99 plus VAT.
To find out more, have a look at our website or give us a call on 020 3908 0044.