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Limited Liability Partnerships (LLPs) FAQs

What is an LLP?

It is an alternative corporate business vehicle that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership. The LLP is a separate legal entity and, while the LLP itself will be liable for the full extent of its assets, the liability of the members will be limited.

What sort of organisation can become an LLP?

Any new or existing firm of two or more persons can incorporate as an LLP.

Can I incorporate an LLP in Scotland or Northern Ireland as well as England/Wales?

Yes.

Can I convert from being a limited company to an LLP?

The LLP legislation does not allow for a 'conversion process' - in the way that a limited company can convert to PLC status under the Companies Act, for example. Anyone with a current limited company wishing to transfer their existing company name to a new LLP should contact the LLP Team Leader. The process will involve a closely controlled company change of name and an LLP incorporation. Establishing contact prior to submitting the necessary forms will help ensure that this process is completed as smoothly as possible.

What are the LLP disclosure requirements?

They are similar to those of a company. LLPs are required to provide financial information equivalent to that of companies, including the filing of annual accounts. Among other things, they are also required to:

  • File an annual return
  • Notify any changes to the LLP's membership
  • Notify any changes to their members names & residential addresses
  • Notify any change to their Registered Office Address

What are the duties of a designated member?

Designated members are responsible for carrying out certain duties including some of those that would normally be carried out by a company director or secretary. They include such things as:

  • Signing the annual accounts
  • Filing the annual accounts and annual returns with Companies House
  • In the event of Insolvency proceedings, providing any statement setting out the affairs of the business i.e. assets, debts and liabilities.

How much does it cost to register an LLP?

Registration electronically of a limited liability partnership on its incorporation under the 2000 Act is £13.

Registration on paper of a limited liability partnership on its incorporation under the 2000 Act is £40.

How is an LLP taxed?

Companies House can not give information on tax issues please contact HM Revenue and Customs.

Will LLPs be available to charities?

No. LLPs are only available to any lawful business that is carried out with a view to a profit.

Where can I get further help and advice?

Companies House provide guidance to help you understand Limited Liability Partnerships

Please contact Companies House staff at the addresses below. You should note that staff can only give general guidance. They cannot speculate whether an LLP is the right vehicle for you and your business. You should therefore seek appropriate legal and professional advice.

For specific enquiries relating to England and Wales LLPs, please contact:

Companies House
Crown Way
Cardiff
CF14 3UZ

Tel: +44 (0)303 1234 500 (national call rate)
Fax: 029 20380900

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For specific enquiries relating to Scottish LLPs, please contact:

Registrar for Scotland
Companies House
Fourth Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF
or
LP - 4 Edinburgh 2 (Legal Post)
or

DX ED235 Edinburgh 1

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For specific enquiries relating to Northern Ireland LLPs, please contact:

Companies House
Second Floor
The Linenhall
32-38 Linenhall Street
Belfast
Northern Ireland BT2 8BG
or
DX 481 N.R. Belfast 1

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