This is our most popular package with UK residents, and includes: -
The registration of your LLP from scratch using your own registered office address, and appoint your own candidates to the roles of members and designated members;
The standard capital on formation is £1,000, this is divided into 1,000 membership certificates valued at £1.00 each (it is not required to have all of the certificates issued, but a minimum of two certificates must be issued);
The formation of a limited liability partnership usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for LLP incorporation is included in the price of this package;
The following documents, which need to be printed and signed, will be emailed to you upon incorporation of your LLP: -
A certificate of registration (requires PDF file reader);
The partnership agreement (requires MS-Word file reader);
The first meeting of the board of members (requires MS-Word file reader);
Membership certificates and an LLP register.
Premier Package
£ 175.00
Annual Maintenance Fee £50.00
This is our most popular package with EU residents, and includes: -
The registration your LLP from scratch using one of our registered office addresses, and appoint your own candidates to the roles of members;
The standard capital on formation is £1,000, this is divided into 1,000 membership certificates valued at £1.00 each (it is not required to have all of the certificates issued, but a minimum of two certificates must be issued);
The incorporation of a limited liability partnership usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for LLP incorporation is included in the price of this package;
The provision of a registered office address in London for 12 months is also included in the price of this package (our registered office address service is charged annually);
The following documents, which need to be printed and signed, will be emailed to you upon setting-up of your limited liability partnership: -
A certificate of registration (requires PDF file reader);
The partnership agreement (requires MS-Word file reader);
The first meeting of the board of members (requires MS-Word file reader);
Membership certificates and a LLP register.
Deluxe Package
£ 525.00
Annual Maintenance Fee £400.00
This LLP start-up package is our most popular package with international customers, and includes: -
Incorporation of your limited liability partnership from scratch using one of our registered office addresses, our two nominee designated members;
The standard capital on formation is £1,000, this is divided into 1,000 membership certificates valued at £1.00 each (it is not required to have all of the certificates issued, but a minimum of two certificates must be issued);
The formation of a limited liability partnership usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for LLP incorporation is included in the price of this package;
The provision of a registered office address in London for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of two nominee members for 12 months are also included in the price of this package (our nominee members service is charged annually);
The following two hard bound copies of corporate documents, will be posted to you upon formation of your LLP: -
A laminated copy of the certificate of registration of your LLP;
A hard bound copy of the partnership agreement;
A hard bound copy of the minutes of the first meeting of members;
Membership certificates, and your LLP register;
The power of attorney signed by nominee members;
Pre-signed, undated resignation letters from nominee members;
The agreement for the provision of nominee service and indemnification of nominee.
LLP Creation Checklist: Legal Requirements
Limited liability partnerships are not a separate entity for the income tax purposes. Profits and losses are passed through directly to the LLP' partners.
Typically, an LLP' partner is only personally liable for his or her own negligence or that of an employee working under the partner's direct supervision. The partner is not personally liable for the negligence of anyone else in the limited liability partnership.
A limited liability partnership in England, Scotland and Wales must have at least two members.
An LLP' partners (members) can be individuals or corporate (another company, partnership, trust or foundation) bodies.
The Companies and LLP Acts impose no restriction on the minimum age of LLP' members. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up an LLP membership on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of an LLP membership.
Under the Companies and LLP Acts, there is no restriction on any or all of the members/partners being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the members of your LLP to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being a member of a UK LLP does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your LLP must have a registered office address within England or Wales; this is the official address of your partnership and will be on the public record as such.
Your partnership must hold its official LLP' documents at its registered office address: its register of members, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
An LLP must exist for business purposes - it is a for-profit legal form. A limited liability partnership can hold property; can borrow money in its own name.
LLPs that do not carry on business as a trade or profession such as an investment company will be subject to corporation tax.
SAME DAY UK LLP FORMATION: ONLINE LIMITED LIABILITY PARTNERSHIP REGISTRATION & LLP START-UP AND INCORPORATION USUALLY COMPLETED IN 4-6 HOURS, USING BRITISH, SCOTTISH AND IRISH LLP' FORMATION AGENT
Looking for a quality information & practical guidance regarding how to start your own business in the United Kingdom, how to register your limited liability partnership, setting-LLP-up and running, how to select the best type of a business registration form, how to incorporate a private limited liability partnership; and need a small business start-up advice? Need a UK LLP partnership formation agent, with the prompt service and expert advice from well-qualified professionals whose complementary skills and long experience enable them to deliver quality service to local and international clients on the areas of new LLP formations, auditing, accounting, taxation, management consulting, corporate services, trust administration, liquidation, insolvency and recovery? Are you looking to register a small business in England, Scotland, Wales, or Northern Ireland? Do you want to register a limited liability partnership in Belfast, Bristol, Edinburgh, Glasgow, Liverpool, London, Birmingham, Manchester, or Sussex? Have an idea for a starting LLP business in the United Kingdom, and want to register a limited liability partnership now? On our web site, you can get information on choosing and registering the right legal structure for your business, legal tips on day-to-day business operations, an overview of employment law issues, and much more.
If you have an idea for starting a business in the UK, forming an LLP partnership, becoming an LLP - we can assist you and provide a higher standard of support for starting-up a business and registering a limited liability partnership online directly from the ground up. The better the partnership's structure is prepared upon registration, the better the results that will be achieved later. It is our job to assist in evaluating the options available at the beginning. In addition, we offer services regarding the formation of the UK, EU, and offshore LLPs - register your limited partnership with us, and enjoy the full support of an excellent and fully trained team. During our organisation's experience, Coddan has rapidly expanded its portfolio of international and local companies, - this is the result of a quality service we offer and the trust our customers place on us. We are dedicated to deliver quality and professional services to our clients to enable them to run their businesses more effectively and efficiently.
The members, managers, agents and employees of a British, Scottish and Irish LLPs' are not liable for the debts, obligations or liabilities of the LLP. Like private companies' shareholders or limited partners in general or limited partnerships, LLP' members may be held liable to their organisation to the extent of funded capital contributions, but are not subject to enforcement of creditors' claims against the LLP (apparently including any right to enforce agreed upon contributions of members that are not specifically enforceable under the terms of the governing documents). General partners of a limited partnerships, or self-employed on the other hand, remain personally liable for all partnership debts and obligations.
Starting a Small LLP Business & More: What We Can Do For You - LLP Formations Agent vs. Companies House
Economy
Premier
Deluxe
UK Limited Liability Partnership from only £125.00!
All inclusive limited liability partnership (LLP) registration. Each limited liability partnership package includes all statutory paperwork and is fully compliant with company and partnership law. All our limited liability partnerships are registered as general trading LLPs and can be used to conduct any type of business. A certificate of registration, the partnership agreement, and other relevant documents will be sent directly to you via e-mail immediately following the formation of your LLP. We will incorporate your LLP from scratch using your own registered office address, and appoint your own candidates to the roles of members (partners). Upon formation, these details will be recorded as the original details of your LLP. All government and filing fees are included in the cost of our packages. It will take just couple of minutes to complete the online registration form, then your limited liability partnership could be up and running within 4-6 working hours.
THE ECONOMY PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. Laminated hard-copy of the certificate of registration - £5.95. 2. Hard bound copies of your partnership agreement (four different options) - £14.00. 3. Two membership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £45.00. 5. A partnership kit: register of members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
UK LLP With a Registered Office Address in England For Just £175.00! All inclusive limited liability partnership registration. Each limited liability partnership package includes all statutory paperwork and is fully compliant with company and partnership law. All our UK LLPs are registered as general trading partnerships and can be used to conduct any type of business. A certificate of registration, the partnership agreement, and other relevant documents will be sent directly to you via e-mail immediately following the incorporation of your LLP. We will register your limited liability partnership from scratch using one of our own registered office addresses in England, and appoint your own candidates to the roles of members (partners). Upon incorporation, these details will be recorded as the original details of your limited liability partnership. All government and filing fees are included in the cost of our LLP registration packages. It will take just couple of minutes to complete the online registration form, then your LLP could be up and running within 4-6 working hours.
THE PREMIER PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. A laminated hard-copy of the certificate of registration - £5.95. 2. Hard bound copies of your partnership agreement (four different options) - £14.00. 3. Two memebership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £45.00. 5. A partnership kit: register members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
UK LLP Registration with a Registered Office Address and Two Nominee Members For Just £525.00! All inclusive UK LLP incorporation. Each limited liability partnership package includes all statutory paperwork and is fully compliant with company and partnership law. All our UK limited liability partnerships are registered as general trading partnerships and can be used to conduct any type of business. We will incorporate your LLP from scratch using one of our own registered office addresses in England; appoint our two candidates to the role of a nominee members (partners). Upon LLP incorporation, these details will be recorded as the original details of your limited liability partnership. All government and filing fees are included in the cost of our packages. The following documents, will be posted to you upon formation of your LLP: a hard bound copy of corporate documents includes: a laminated copy of the certificate of registration of your LLP, a hard bound copy of the partnership agreement, a hard bound copy of the minutes of the first meeting of members (partners), power of attorney, membership certificates, and your partnership register. It will take just couple of minutes to complete the online LLP registration form, then your LLP could be set-up and running within 4-6 working hours.
THE DELUXE PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. An additional laminated hard-copy of the certificate of incorporation - £5.95. 2. An additional hard bound copies of your partnership agreement (four different options) - £14.00. 3. Additional two membership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £45.00. 5. A partnership kit: register of members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
Coddan is the UK business entities (Ltd, Plc and LLP) formation agent and certified accountancy firm with many years experience in assisting clients with business incorporation in the United Kingdom (England, Wales, Scotland and Northern Ireland), offering in most circumstances the same-day online limited liability partnerships formations services for the UK residents & non-UK based customers. Our expert knowledge and extensive experience of setting-up of businesses and LLP' structures has made us possible to provide the very professional, prompt, and efficient incorporation level of services.
Our team of tax-advisors and incorporation consultants will be pleased to assist with your enquiries related to establishing and maintaining limited liability companies and partnerships or creating complex corporate legal and tax-savings structures. On our web-site, you will find a number of useful tips and legal information, downloadable documents, which may help you to learn what to take into consideration when deciding among setting-up LLPs, establishing limited partnerships and other business structures. Our great value LLP formation price starts from just £125.00, we consistently provide quality assistance and the best service to satisfy our valued customers - you will receive the personalised telephone and e-mail help that you really need!
Coddan help lines provide confidential advice, support, and access to pastoral care for business consultants and accountants. Some of our help lines can also be contacted online, by e-mail and by fax. Our team of friendly staff (who are all convincing specialists) is on hand to ensure that your move goes through as smoothly and swiftly as possible.
Confidential advice and support services have been provided from our premises in 124 Baker Street, London. We are committed to providing a comprehensive range of services and ensure that we offer a service that blends professionalism with a friendly, informal approach. By doing so we remove the mystique that sometimes surrounds our profession. We believe that each client has an individual and specific legal requirement and therefore provide a prompt and professional service, which is individually tailored to the particular needs of each client. By doing so, we are able to advise and assist in a clear, direct, and cost effective manner.
Our current £125.00 Economy package is also comes with the special drafted and solicitors adopted partnership agreement, which can be used not only in the UK, our own LLP agreement will be very useful and accepted in other overseas countries. We also provide the certificate of registration, minutes of the first meeting of members (partners), membership certificates, and a partnership register, etc.
Our business is international - we offer a wide range of legal LLP incorporation services to multinational, public & private clients and entrepreneurs in industries and public actions. Our firm deals with transactions of all sizes and complexity combining global and local expertise on behalf of clients in the UK, including Northern Ireland, Republic of Ireland, and Isle of Man, & around the world. In addition, we also advise foreign customers on doing business in England, Wales, Scotland, Northern Ireland, Republic of Ireland, Isle of Man and in other offshore countries. We can provide you with a wide range of LLP-related legal advice covering all aspects of the start-up, trading activities and business expansion in the UK and overseas as well as realising value.
We provide different LLP incorporation packages with the different options depending on your business needs; each package offers the complete formation of a limited liability partnership, which is usually ready to commence trading within six to eight hours. Our packages offer the perfect results for those people who are taking the first step into the business or smaller LLPs whose budget won't stretch to bespoke business solutions, there are no dumbfounds and no hidden charges, - what you see is what you pay!
We can also assist clients with the special needs or requirements, we could make a tailor made package that would suit your personal needs and wants. If you choose us as your LLP corporate service provider, you will almost immediately realise that our team of proficient advisors, is your own dedicated support team.
Limited liability partnership registration documents submitted electronically, which allows us to offer you a timesaving service and eliminate the necessity to complete the paper forms, sign them by your partnership officers, and certify by a solicitor or notary public. Our services include assisting you on: -
Limited liability partnership (LLP) formation and registration;
Members (partners) duties, partnership governance and protecting your designated members against liability;
Debt and equity funding initially and for ongoing expansion;
Inward and outward investment, including entry strategy;
Supply of goods/services and other commercial contracts;
Franchising, distribution, agency and commissionaire agreements;
Joint venture, collaborations and strategic alliances (both UK and international); and
Implementing an exit or succession strategy to meet your needs.
Our flexible, relationship-based model facilitates our collaborating with you to truly understand your objectives and help you attain them. We tailor our services and approach to meet your needs.
LLP Formation With Companies House: Why Incorporate an LLP With Coddan
Personal service - Coddan retained the high quality advisors who are extremely knowledgeable and true professionals in both of UK and offshore legal LLP structures and tax law aspects. Coddan's advisers can provide customers with free and confidential advice and information on starting up a business in England, Northern Ireland, Scotland, and Wales; and in the Island of Man.
If you would like a personal face-to-face consultation and dedicated help with your UK LLP start-up package or needs, call us on +44 (0) 207.935.5171, or 033 0808-0089 to discuss your requirements and make an appointment with one of our consultants. Our trained business consultant will contact you at a pre-arranged appointment time to discuss your individual circumstances, as well as your suggestions in relation to your LLP incorporation needs. Our project begins with a short meeting, where our advisors gather the information required to register a limited liability partnership for an each client. The result includes personal assistance with the order form submission, usually completed in four-to-six business hours, an electronic copy of LLP documents and further legal documentation printed on the same day.
If you have questions about legal aspects of your limited liability partnership incorporation application, you should speak to one of our consultants. We are very happy to provide a practical support, we have a team of professional business advisers and consultants who can support you to strengthen and grow your business. Main reasons to incorporate a limited liability partnership (LLP) with us: -
We have the professional knowledge and qualifications;
We have the experience;
We have been in the business for over 18 years and we intend to stay for much longer;
We work in a confidential manner;
We are multilingual;
We offer a personal approach that is custom-designed to your requirements;
We are committed to our clients;
We are committed to providing high quality service;
We take our compliance and legal obligations seriously;
We respond very promptly to all enquiries and problems;
We are committed to helping you achieve your objectives.
If you would like to register a limited liability partnership in the United Kingdom, and you are not a UK resident or British citizen, this would not have been a problem if you will appoint Coddan as your registered agent. A party to a contract who is not domiciled in England or Wales usually appoints a business entity formation agent for service of process. We, as your LLP incorporation agent will act as the agent for the acceptance of service of business registration process in England, Wales, Scotland, or Northern Ireland.
You will not be left on your own once you have started up an LLP, we still are here to help you with any problems that you may face as you establish and grow your business. Our advisers will answer any questions you may have and explain what you, or we, might do in your current circumstances. If necessary, you may return to us for further help as matters progress. Our team of full-time professional business advisers can guide you through the essential steps to launching your own business. Please, take a note that we can have meetings with current of positional customers by appointment only. We can help if you need a qualified advice and guidance in any of the following areas:-
LLP Formation Service
What does limited liability partnership stand for? What is the difference between an LLC and LLP? The LLP must have at least two members in the partnership, which can be resident anywhere in the world. The members can be natural persons or corporate bodies. A limited liability partnership is a relatively new creation that operates much like a limited partnership, but allows the members of the LLP to take an active role in the business of the partnership, without exposing them to personal liability for others' acts except to the extent of their investment in the LLP. All profits in a limited liability partnership are split between the members. The tax liability falls on the individual members, not the limited liability partnership itself. Most members are likely to be self-employed, so all income should be declared via self-assessment. We provide a fast online service for UK LLP registration, including incorporation in England, Wales, Scotland, and Northern Ireland. Choosing a structure for your business can be a confusing puzzling of terminologies. However, with this basic guide, you will be able to select the structure that will serve your business best at tax time. We would like to recommend you to get a professional legal and tax advice from one of our consultants before a final choice of business entity will be made. There are several types of legitimate commercial and non-commercial legal entities which you can choose to operate as. Find out the links below on the pros and cons of registering your business.
Coddan is one of the leading service providers in the field of English, Scottish, Wales and Northern Irish LLPs formation and registration. We can help you in starting a limited liability partnership in England & Wales Scotland, Northern Ireland and Republic of Ireland. Over 95% of our UK LLPs are incorporated within 4-6 hours. The electronic submission of information enables a fast limited liability partnership start-up satisfying all of the required legal formalities: a member, a designated member, and a registered office address. Our electronic filing software has been approved by Companies House. Companies House (Companies Registry, Secretary of State) is an executive agency of the United Kingdom Government Department of Trade and Industry (DTI).
Related Articles
How to select the best business form;
How to start and register your own limited liability partnership in the United Kingdom, Northern Ireland or/and Republic of Ireland;
How to get your limited liability partnership (LLP) up and running;
How to satisfy to the new legislation and legal requirements prior to register a new limited liability partnership in the UK;
Reasons to register a limited liability partnership (LLP);
How to establish a limited liability partnership in the United Kingdom, Northern of Ireland, Isle of Man, Cyprus, or in other offshore low-tax countries;
How to manage your already established limited liability partnership;
How to fulfil the legal requirements and avoid penalties and common mistakes when sending forms and documents to Companies House; etc.
If you do not need an advice or guidance how to register a limited liability partnership, you may simply place an order online with automatic e-mail confirmation, status updates, and e-mail notifications of filing status changes. Areas of our practice: -
Determination of the best business structure for tax purposes;
Formation of limited liability partnerships and companies;
Provision of the registered office addresses service;
Provision of the nominee officers (nominee members, nominee designated members/partners);
Registration of an LLP as the tax payer;
Tax agent or fiscal representative service;
VAT registration and VAT management, UK tax representation services;
Registering and licensing copyrights, trademarks, design rights and patents;
Bookkeeping and preparation of management accounts;
Preparation and filling of statutory accounts;
Registration as a money service business;
Opening bank accounts (we work with several banks in the UK and offshore countries that offer different banking facilities);
Voluntary striking-off, dissolution and restoration of limited liability partnerships (LLP) to the register.
Limited Liability Partnership Registration: Our Experience in English, Scottish and Northern Irish LLP Incorporation
We can guarantee accurate, confidential, personalised, and reliable services at highly competitive prices; we are a customer-oriented company, we value our consumers and offer comprehensive services to every one of them. We are fully aware of our client's needs and desires and try to make the process of our teamwork as comfortable as possible.
Our advisors are able to offer services to individuals and companies that are doing business through or in England, Wales, Scotland, Northern Ireland, or Republic of Ireland, or even re-collating to the United Kingdom. Our advisors can assist in all steps of doing business by creating a UK limited liability partnership: selecting the appropriate legal structure. We can incorporate a limited liability partnership (LLP) within a few hours; we may help you with the opening of the corporate bank account with one of the major UK or offshore banks. This is exactly what you will get if you choose to register a limited liability partnership with Coddan. We are the real company, not a dot.co.uk or a bargain-basement internet company. Our knowledgebase and experience with thousands of registered LLPs has shown us that many new business owners want the fastest and easiest route to get their new business started.
As you endeavour to manage the growth and overall success of your business, you will want to have a team of business advisers with the focus on providing advice from start-ups to mature business issues to clients throughout the region. Coddan provides clients with continuing business advisory services and has specialists who understand the pressures facing small businesses. Experienced business consultants ensure clients get practical and adventitious advice with regard to the UK company formation, creation of the UK LLPs, and establishment of the UK trusts.
Coddan' team supplies a wide variety of hands on business help that is personalised to your requirements and extremely useful. Our services are earmarked to meet the needs of UK and overseas business entrepreneurs, with a solid reputation in delivering bespoke solutions to small and medium-size businesses there is no better team of advisers to have on your side.
Our organisation specialises in the intricate field of limited liability partnership's formation, incorporation of business structures and their management in Europe and eighteen offshore countries. Furthermore, our consultants are competent to advice how to select the best type of business for incorporation, and register your general trading, subsidiary or holding company. Our local advisors, lawyers and accountants are the best in their field, carefully selected for their professional ability, reliability, and integrity. Therefore, there is no need for you to spend hour after hour mastering the main regulating law, scaling bulk of paperwork or trying to recruit people that you can trust - we have already done that for you!
Coddan is a professional LLP incorporation provider, which has been servicing the UK and international community with a diverse range of top quality of domestic and offshore corporate structures incorporation and management services for many years. We incorporate companies, partnerships, joint-venture entities, and foundations throughout the UK, Ireland, United States of America, and many offshore locations. We provide the first-rate business support services (corporate and private bank accounts, business and tax planning, reviewing and updating company' constitutional documents, preparation minutes of meetings and directors or/and shareholders resolutions, etc.).
We do not hide any LLP registration fees from our consumers, because price transparency is essential to us. Our service' fees and business filings fees are provided to our customers upfront. Our online filing makes the ordering and incorporating LLP processes easy and convenient, Coddan is an industry leader in online business incorporation and documents processing. With our passion for service and client success, we strive to make Coddan the preferred choice of the small business start-up and new business formation facilities market. We are able to offer a full range of business registration services to business starters or existent business owners; we can undertake most types of corporate management related work.
Call us and speak with one of our knowledgeable advisor. There is no cost or obligation, let us help you to start a new business. We will be pleased to discuss your plans, requirements and suggestions, and to help you understand how the incorporation process works.
Professionals answer our phone lines during business hours, not an answering machine. We appreciate the value of your time and understand that the real person cannot be replaced by a contemporary technology. This is especially true when it comes to make an important business decision and where interaction and multiple views are essential. When you call to request an appointment with our advisors, the receptionist will ask you series of questions to qualify the appointment. We are continually enhancing our services to better assist our clients and meet their needs.
Initial contact and dialogue may be by e-mail. At some point in the dialog, it may be decided that telephone or office consultation will be beneficial. To apply for a consultation, please complete an online questionnaire below, we will then arrange a private consultation with one of our consultants. An initial consultation with a private consultant costs between £100.00 and £125.00, please note that our senior advisors charge £150.00-£175.00 per hour. If an applicant subsequently joins the tailor-made premier service, the cost of the consultation is included in the price of the package. If you prefer not to complete our online questionnaire, you can submit your inquiry by e-mail to consultations@ukincorp.co.uk, with the subject: "Online Inquiry" or by post: Attn: Coddan CPM LTD, Corporate Division, 124 Baker Street, London, W1U 6TY, or by fax: + 44 (0) 207.504.3531. Upon receiving the information, you will be contacted by one of the business consultant to discuss your situation. Request a private consultation now:Click here to apply for a consultation (please use the form if you are serious about choosing an incorporation plan and being enrolled)
LLP Registrations Online: Free Limited Liability Partnership Name Check System
Before attempting to register or to form your LLP, it is important that you check if the proposed name for your business entity is available for the registration. In the event that the proposed name is unavailable - or too similar to an existing LLP or a company, you will not be able to incorporate a limited liability partnership with that name. Instead, you will need to provide an alternative limited liability partnership name for the further name check. Sometimes, it is possible to incorporate an LLP with an alternative corporate name, with the inclusion of another word, for example: 'My Business LLP' may be too similar to another company or identical to it; but the 'My Business London Limited' may make it acceptable.
Sensitive words may hinder your limited liability partnership name formation from being processed (a list of sensitive words can be found on our website). In the event that your proposed LLP name contains a sensitive word, you will have to pay an additional administrative fee to have it included and in some cases, you will have to provide proof that you are eligible to register an LLP of a certain nature. LLP name registration and trade name & name mark checker:Free LLP name and trade name checker
LLP Starting-Up in Business in the UK: We Can Make a Difference!
Our electronic LLP registration software has been approved by Registrar of Companies, and our prices include all Companies Registry' fees and legal required documentation. Our LLP formation and registration (other types of firms, businesses, enterprises, partnerships, corporations and international business companies, and limited liability companies) system have been fully updated and are in compliance with the Companies Act 2006, please be assured that you can incorporate through us with the confidence. Coddan CPM LTD is the London based, favourite and most successful formation agent offer a quick, flexible and price reasonable creation of different types of business entities in England, Wales, Scotland, and Northern Ireland; and in the Republic of Ireland.
General Advantages of the UK Limited Liability Partnership: -
1. Liability is, in the vast majority of cases, strictly limited to the investments made by the members. 2. LLP' members are not personally liable for their actions unless there is a clear and serious breach of their fiduciary duty. 3. The liability of the members of a limited liability partnership is limited to the amount of their contribution, which may be as little as £1.00. 4. Limited liability partnerships are not subject to corporate income tax. The Limited Liability Partnership Act confers the same tax transparency as for partnerships: members are considered self-employed for tax purposes. 5. The rights of members (partners) are normally clearly defined and protected. 6. Members may be residents outside of the United Kingdom. A minimum of only two members is required. Members may reside anywhere in the world and may be bodies corporate registered in the UK or elsewhere. 7. As a separate legal entity, a limited liability partnership may own property, sue, and be sued. 8. The structure of a limited liability partnership is more suitable for a group of people engaging together in a property or finance venture where it may be necessary to account for partners coming and going more frequently than you would expect in a normal partnership business. 9. After a limited liability partnership is registered, there are no obligations for it to start trading within a specified time period. 10. A limited liability partnership provides a more flexible management structure.
Coddan consultants are fluent in English, Italian, French and Russian, Spanish, are culturally and professionally competent and possess years of experience within the business administration and formation of new business entities and organisations. We are continually enhancing our own products and services to better serve our clients. We offer services in all areas of start-up a business; our solutions are totally coordinated and aligned with all pieces involved in the business start-up and administration. This means refining and expanding the range of strategic communications capabilities, areas of expertise, proven methodologies and innovative tools and packages we offer.
With Coddan, it is now possible to form a limited liability partnership, file annual returns, file appointments and resignations of officers without any paper and all within a day! Coddan eliminates the need for paper, signatures, and all the usual administration and time that in the past made forming a limited liability partnership or filing an annual return a hassle.
We provide a fully comprehensive service from helping you understand how business is conducted in the United Kingdom, to a range of project management services, tax-planning, tax-optimisation and other relevant advice. Our team of certified accountants can help you with: -
Advice on restructuring and reorganisation, minimising tax relief on major expenditure;
Minimising of income and capital gains tax;
Reducing or defer your tax bills;
Profit extraction alternatives;
Share based incentives;
Dealing with cross-border tax issues.
We also advise for different types of corporate and business structures including limited liability partnerships (LLP's), which are the fastest growing type of legal entities being incorporated in the United Kingdom. At Coddan, we do not just tell you the legal requirements how to be registered as an LLP: we provide complex solutions. We offer free of charge and with no obligation consultations over the phone or by e-mail. This free introduction will not include specific financial planning advice or a statement of advice, but it will help you decide whether the services we offer are right for your needs. Please note, this free consultation does not include tax and accounting services. We provide services on a nationwide basis and we are happy to advise clients by post, phone, fax, and e-mail.
Our online order forms will allow us to register your LLP as quickly as possible. If you would like a personal face-to-face consultation and dedicated help with your LLP formation at an additional charge, call us on +44 (0) 207.935.5171, or 033 0808-0089. Once you reach the end of the form, you may choose whether you wish to purchase. One of our business consultants will contact you in order review the information you submitted and personally answer your questions. Once everything is confirmed, we will proceed to prepare your formation documents and file the corporate documents with the Companies House. Please choose an LLP incorporation package: Click here to order a new UK LLP limited liability partnership
Old, Aged, Off-The-Shelf LLPs and Ready Made Limited Liability Partnerships For Sale
A ready-made LLP is a limited liability partnership that has already been incorporated as a general commercial partnership and is ready to start trading immediately. A shelf limited liability partnership, also called an aged LLP, is a partnership that has had no business activity. It was created and put on our "shelf to age". This limited liability partnership is then later usually sold to someone who would prefer to have an aged firm rather than a new one.
Our readymade off-the-shelf limited liability partnerships come with the widely drawn partnership agreement, and a certificate of registration. Our shelf LLPs are currently registered with a nominee members, and with a registered office address. We can re-register a shelf LLP with the details of your own members and registered office address free of charge; or, if you prefer, we can continue to provide our nominee, and registered office address services for the ready-made limited liability partnership at an additional fixed annual charge.
Readymade LLPs are always more expensive than the newly registered business legal entities. In some cases, an off-the-shelf, or a ready-made LLP's price can be several times higher then the price of a recently registered LLP. This is because each year that an LLP needs to file annual returns, annual accounts and pays all necessary existence fees.
Some people might think that the ready-made limited liability partnerships are used much less now then in the past, because an electronic registration allows a new partnership to be registered within few hours. A readymade firm will be beneficial if an already registered LLP is required immediately, for instance if a partnership registration number is needed straightaway in order to sign a key or critical agreement or a contract. Based on our observations, here are some common reasons for buying an already established shelf LLP include: -
To save the time involved in taking the steps to create a new entity;
To gain the opportunity to bid on contracts;
Some countries require that an overseas business entity needs to be in business for certain years, before to establish a foreign branch, subsidiary or representative office;
To establish a reputable history for your business;
To create an appearance of corporate longevity, which may boost the confidence and coolness;
To gain an access to investment and leases, some companies provides leases only to businesses one year old or more;
A number of consortia "produce" and established LLPs, promoting the fact that the new buyer can at the same time have a firm with a long history, and yet have complete control over the establishment of the LLP's board of members profile.
We have many English, Scottish, Northern Irish, American (Delaware, Nevada, New York, Florida etc.), and offshore ready for sale aged limited liability partnerships, which are ready to start trade, and can be transferred to you within a few days. Readymade LLPs are currently registered with nominee members, and a registered office address. We can register the details of your own members (partners), and registered office address free of charge, or, if you prefer, we can continue to provide our nominee members, and registered office address services for a shelf LLP at an additional annual fee. Our already established LLPs are guaranteed to be clear of any debts or liabilities.
When you are buying a ready-made LLP from us, you will receive the following documents: -
A laminated certificate of registration;
A hard bound copy of the partnership agreement;
The minutes of the first members' meeting;
A special members' resolution, membership certificates, and membership transfer documents;
A completed members' register; and the non-trading certificate.
Economy
Premier
Deluxe
Scottish Limited Liability Partnership from only £125.00!
All inclusive Scottish LLP set-up, each limited liability partnership package includes all statutory paperwork and is fully compliant with law. All our private Scottish LLPs are registered as general trading partnerships and can be used to conduct any type of business. The following documents will be posted to you upon registration of your partnership: a laminated certificate of registration, a bound copy of your partnership agreement, a bound copy of your partnership's combined register, the minutes of the first members' meeting, membership certificates, and a membership register. We will register your Scottish partnership from scratch using your own registered office address, and appoint your own candidates to the roles of partners (members). Upon formation, these details will be recorded as the original details of your LLP. All government and filing fees are included in the cost of our packages. It will take just couple of minutes to complete the online registration form, then your partnership could be up and running within 4-6 working hours.
THE ECONOMY PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. Laminated hard-copy of the certificate of registration - £5.95. 2. Hard bound copies of your partnership agreement (four different options) - £14.00. 3. Two membership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £45.00. 5. A partnership kit: register of members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
Scottish LLP With a Registered Office Address in Scotland For Just £175.00! All-inclusive Scottish LLP registration. Each limited liability partnership package includes all statutory paperwork and is fully compliant with law. All our private Scottish LLPs are incorporated as general trading partnerships and can be used to conduct any type of business. The following documents will be posted to you upon formation of your partnership: a laminated certificate of registration, a bound copy of your partnership agreement, a bound copy of your partnership's combined register, the minutes of the first members' meeting, membership certificates, and a membership register. We will incorporate your partnership from scratch using one of our own registered office addresses in Scotland (Glasgow or Edinburgh), and appoint your own candidates to the roles of partners (members). Upon formation, these details will be recorded as the original details of your LLP. All government and filing fees are included in the cost of our packages. It will take just couple of minutes to complete the online registration form, then your partnership could be up and running within 5-7 working days.
THE PREMIER PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. A laminated hard-copy of the certificate of registration - £5.95. 2. Hard bound copies of your partnership agreement (four different options) - £14.00. 3. Two memebership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £45.00. 5. A partnership kit: register members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
Scottish LLP with a Registered Office Address and a Two Nominee Members For Just £525.00! All inclusive Scottish LLP incorporation. Each limited liability partnership package includes all statutory paperwork and is fully compliant with law. All our private Scottish LLPs are registered as general trading partnerships and can be used to conduct any type of business. The following documents will be posted to you upon registration of your partnership: a laminated certificate of registration, a bound copy of your partnership agreement, a bound copy of your partnership's combined register, the minutes of the first members' meeting, membership certificates, a membership register, a general power of attorney and nominee agreement. We will incorporate your partnership from scratch using your own registered office address, and appoint two our own candidates to the roles of partners (members). Upon formation, these details will be recorded as the original details of your LLP. All government and filing fees are included in the cost of our packages. It will take just couple of minutes to complete the online registration form, then your partnership could be up and running within 5-7 working days.
THE DELUXE PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. An additional laminated hard-copy of the certificate of incorporation - £5.95. 2. An additional hard bound copies of your partnership agreement (four different options) - £14.00. 3. Additional two membership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £45.00. 5. A partnership kit: register of members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
All annual governmental fees, relevant returns, and annual accounts duly paid up and filed until the next anniversary day of incorporation. Owners of the readymade limited liability partnerships are strongly advised to pay renewal fees in a timely manner to avoid penalties and/or being struck off the register. In case of renewal fees non-payment, the partnerships continuing their commercial operations and/or bank relations violate the basics of international business ethical and legal principles, and their officers and beneficiaries could face litigation and potential losses. You may use this link to select a ready-made LLP:Check the list your of ready-made limited liability partnerships
Opening UK or an Offshore Bank Account for Behalf of Limited Liability Partnership: Bank Introduction Services for the UK Registered LLPs
Coddan offers bank introductions to all of the major UK banks, including HSBC, Barclays, NatWest, Lloyds, Bank of Ireland. We can also provide introductions to local branches of foreign banks, such as Bank of Cyprus, Banif (Portugal), Barclays International, BPI Bank (Portugal), and Islamic Bank of Britain.
The cost of our bank introduction service depends on the types of services that your LLP requires from the bank, and upon the particular bank that you wish to use. Coddan has worked hard to build excellent professional relationships with banks in order to provide a full range of bank introduction services to our clients (we have a number of signed contracts between us and UK-based banks, which allow us to offer a bank accounts opening introduction services).
We are committed to maintaining these relationships, and for this reason we must be satisfied that your UK or offshore registered LLP plans to act in an exemplary manner with respect to bookkeeping, and the filing of annual returns and reports, before we will agree to provide these services.
To open a bank account you will need to provide with certain information including: -
Your name, contact and living details;
Your current company or partnership details;
Details of any bank accounts you already have;
Details of your income and outgoings;
Apostilled set of your partnership documents.
If your application is successful, your bank account will be opened, your debit and credit cards will be sent to you, and your bank provides you with details of the account benefits and how to easily operate your account.
Being the authorised agent, we are charging our UK-resident customers only £50.00 for the bank introduction service, and from £300.00 our non-UK based clients. Using us is a little bit expensive, but at the same time, you will have the real advisor, who will help you to choose the bank, which suits your business needs. Our introduction fee also covers an initial consultation and an appointment with the bank officer who will be able to open a business checking account for your UK or offshore registered LLP within one business day.
At Coddan, our aim is to make the whole process as quick and painless as possible. Through our knowledge of local banking regulations and our relationships with major banking groups, we help our clients to cut through the red tape and progress as quickly as possible. Generally, bank account operating manager(s), who can be a limited liability partnership member(s), or an authorised person (manager) with a valid power of attorney, requires visiting the bank in person to certify bank accounts forms and mandates.
It is, however, possible to open some types of bank accounts by distance, without the need of personally visiting the bank. This is not our common practice, we are understandably reticent to provide distance banking introductions unless we are completely satisfied that your company plans to meet all of its tax and reporting responsibilities, and to adhere to all relevant UK regulations. In addition, you will need to supply us with a convincing argument for your inability to travel to London to open a bank account in person. It should be noted that bank introduction process is subject to the additional approval from the bank and its Commercial Team and unfortunately, Coddan cannot guarantee opening account as final decision is made by the bank according to their internal policies.
Limited liability partnerships who plan to remain dormant will not be offered any bank introduction services by Coddan, as there are no valid reasons for a dormant LLP to open and operate a business bank account. For more information e-mail us or call: 033 0808-0089 or +44 (0) 207.935.5171, or send a fax: +44 207.504.3531. You may use this link to apply for a banking account online:Opening a small business bank account
Annual Limited Liability Partnership Service Renewal
We follow up the due time for LLPs and we will contact you approximately one month before the next anniversary of your partnership. Coddan will send you a renewal notice a month before these services are due to expire, asking you if you would like these services to be renewed. As soon as we received your payment, we will take care of all necessary renewal formalities for behalf of your LLP. If it will be needed and required (by your bank or any other government authority), we may obtain a certificate of good standing or incumbency certificate as well.
If you do wish to continue receiving services you will be invoiced (preparation and filling of an annual return or annual accounts, nominee services, etc.), our invoice must be paid in full before the anniversary of your LLP registration. If you do not wish to continue receiving any kind of support or service from Coddan, you must notify us immediately and lodge the official changes of your partnership details with Companies House before the anniversary of the incorporation of your limited liability partnership.
If you do not respond to our renewal notice, or pay the renewal fees before the anniversary of the formation of your LLP, we will withdraw these services and inform Companies House that we have done so. Because these services are very often subscribed to in order to comply with statutory requirements, their non-renewal may cause some very serious consequences for your LLP: partnerships, which do not meet the statutory requirements, may be fined, dissolved, or even placed into administrative liquidation and have their bank accounts frozen and their property and assets confiscated.
So long as an LLP is registered, the beneficial owners, and members of that partnership will be liable for all fines and penalties imposed for the non-compliance of the statutory requirements, e.g. not having the minimum number of officers, not filing annual returns and reports, not having a valid registered office address, a partnership will not be permitted to be dissolved if there are any unpaid fines or penalties.
Companies House will direct solicitors to bring a suit against the beneficial owners and members of any partnership that does not pay the penalties or fines imposed by Companies House. If the suit goes to court, LLP property and assets may be confiscated as part of a judgement against the LLP. The Secretary of State has to decide whether it is in the public interest to seek a disqualification order against members. Examples of the most commonly reported conduct are: -
Continuing the LLP's trading when the limited liability partnership was insolvent;
Failing to keep proper accounting records;
Failing to prepare and file accounts or make returns to Companies House and
Failing to send in returns or pay to the Crown any tax that is due.
In the event that you no longer wish to maintain your partnership to a level which complies with the statutory requirements, you must formally file for the dissolution of your LLP at Companies House.
If your LLP has been dissolved by Companies House, and there are assets or monies in the partnership's name, you will need to take the prompt action to have the LLP restored to the Register. On dissolution of the LLP, any assets remaining in its name passed to the Crown. Therefore the company's members must not attempt to use any of its assets e.g. a partnership bank account.
Some unprofessional advisors may suggest you to register a new LLP with the same name and the same registered office address to avoid the restoration process. Such sort of advice is incompetent and cannot be taken upon your consideration, because the formation of a new UK limited liability partnership with the same name as the struck off or dissolved LLP is not an alternative to restoration of a partnership to the Companies Register. It will be a different LLP, a new partnership formation is exactly that a new partnership registration, and the assets of the previously dissolved partnership will remain beyond your reach unless the proper procedures are followed for restoration to the Register at Companies House.
In addition to penalties and fines imposed by Companies House for late or unfilled annual reports, HM Revenue and Customs service levies fines and penalties if a partnership's annual returns are not submitted on time. Returns must be filed and all penalties paid regardless of the status of your LLP. If you close your partnership, you will still be liable to pay any outstanding tax, fees, and penalties to HM Revenue and Customs office. For more information send us an e-mail or make a call: 033 0808-0089 or +44 (0) 207.935.5171.
Simple and Quick Limited Liability Partnership Formation in the United Kingdom
The limited liability partnership is a relatively new type of entity form available in the United Kingdom. Its introduction filled a gap in the range of entity types available in the United Kingdom by providing a structure which is as flexible as a partnership while offering limited liability to its members. Although a distinct legal entity, a limited liability partnership is not subject to any corporate income tax, rather, partnership profits are distributed to its members, according to a pre-arranged formula codified in the partnership agreement, who pay personal income tax on their income from the partnership.
A limited liability partnership is a legal entity form offered in the United Kingdom which limits the liability of its owners and members. This form of business entity is roughly equivalent to a hybrid between a partnership and a limited company, operating under a combination of partnership and company law. A limited partnership formed in the United Kingdom overcomes two perennial problems associated with traditional partnerships whose liability is not limited: mutual agency of a partnership leading to joint and severable liability between the partners, and, unlimited liability of individual partners exposing their own wealth and personal assets to the same risks borne by the partnership's assets.
Instead of issuing shares to raise funds, the members of a limited liability partnership are its investors and are issued interest certificates which reflect the amount of their investment in the partnership. The members run and own the partnership, the amount of income that they will earn, and the extent of their powers, are contingent upon the percentage of their ownership, and are codified in the partnership agreement. The limited liability partnership itself is not subject to any corporate income tax in the United Kingdom; instead, the profits are distributed to the members who pay personal income tax on their income from the partnership. The members are also liable to make national insurance contributions and are subject to capital gains taxation.
The management of a limited liability partnership will generally be conducted by the designated members, who can be viewed as being akin to directors. Two or more members must be designated members, who have a statutory responsibility for certain tasks including reporting obligations. The designated members may be to subject to fines in the event of their failure to undertake these duties. Unless the registrar is advised, which members are designated members, all members of the limited liability partnership will be deemed to be designated members.
The Main Characteristics of a UK Limited Liability Partnership
The main characteristics of a limited liability partnership in the United Kingdom are as follows: -
There must be, at minimum, two members;
At minimum, two of the members must be designated members;
A registered office address in the United Kingdom is required;
The names of the members of a limited liability partnership are available on the public record;
Accounting records must be maintained;
Annual accounts and returns must be submitted to the registrar;
Although itself not subject to taxation, a limited liability partnership must file an annual informational tax return;
A limited liability partnership must be a commercial venture operating for profit.
The Benefits and Advantages of a Limited Liability Partnership
The main advantages of a limited liability partnership are as follows: -
All of the members enjoy limited liability;
The liability of the members is limited to the amount of their investment in the partnership;
Unlike a company which may only trade within the objects stated in its memorandum of association, a limited liability partnership has unlimited capacity;
A limited liability partnership provides for a more flexible management structure;
A limited liability partnership is transparent for tax purposes and will be taxed in a similar way to a partnership, with members being taxed individually on their share of the limited liability partnership's income or gains.
Fast Online LLP Formation in 4-6 Hours: Our Services & Incorporation Packages' Fees
Our clients from around the world, who have actually done their research about LLP' incorporation and business start-up; require different levels of assistance and formation solutions from us, Coddan offers unique LLP formation packages tailored to our customers needs. Ranging from the Economy LLP registration package, which is perfect for those who simply want a fast business incorporation and are confident enough to do the rest on their own, to the Deluxe business start up package, which includes a host of additional features designed to organise all the administrative formalities and leave you free to concentrate on your core business.
Economy UK LLP Registration Package For Just £125.00
The Economy LLP registration package is our most popular package with the UK residents. It is ideal for small businesses that have their own address in the United Kingdom, which can be used as a registered office address of the LLP. We will incorporate your limited liability partnership from scratch using your own registered office address, and appoint your own candidates to the roles of members (partners). Upon formation, these details will be recorded as the original details of your partnership. The government fee for incorporation is included in the price of this package. The following documents, which need to be printed and signed by subscribers, will be e-mailed to you upon formation of your limited liability partnership: -
A certificate of registration (requires PDF file reader);
Our own model of the LLP agreement (requires MS-Word file reader);
Combined registers, membership certificates and minutes of first meeting of the board of members (usually not provided by other agents).
The Economy package can be upgraded with the addition of many complementary services, including: provision of legal documents (depending on the structure and nature of your LLP, it may be advisable to have properly drafted contracts of employment between your LLP and its members), additional sets of printed partnership documents, opening a bank account, domain name registration, provision of 0800 or 0207 telephone numbers, call forwarding, call answering, provision of a certificate of good standing, creation of a partnership seals and stamps, VAT registration, bookkeeping and accounting services, certification of your partnership documents by notary public & apostille legalisation services. Order the Economy LLP registration package:Economy UK LLP registration package - £125.00
Premier UK LLP Creation Package For Just £175.00
This is our most popular package for small and medium size businesses, such as those being run by members from home, who would like a separate, prestigious registered office address to be displayed on the public record; and for limited liability partnerships owned by overseas residents, who still need a local registered office address but would rather not open local offices. We will incorporate your LLP from scratch using one of our registered office addresses, and appoint your own candidates to the roles of members (partners). Upon formation, these details will be recorded as the original details of your partnership.
The government fee for LLP incorporation and the first year's fee for a registered office address are included in the price of this package. The following documents, which need to be printed and signed by subscribers, will be emailed to you upon registration of your limited liability partnership: -
A certificate of registration (requires PDF file reader);
Our own model of the limited liability partnership agreement (requires MS-Word file reader);
Combined registers, membership certificates and minutes of first meeting of the board of members (usually not provided by other agents).
Your LLP must have a registered office address within England or Wales; this is the official address of your partnership and will be on the public record as such. So long as you maintain a registered office address in England, Scotland, or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
The Premier LLP creation package can be upgraded with the addition of many complementary services, including: provision of legal documents (depending on the structure and nature of your partnership, it may be advisable to have properly drafted contracts of employment between your partnership and its members), additional sets of printed partnership documents, UK or offshore banking introduction service, domain name registration, provision of 0800 or 0207 telephone numbers, automatic call forwarding or call-answering service, provision of a certificate of good standing, creation of a partnership seals, VAT registration, bookkeeping and accounting services, certification of your partnership documents by notary public and/or apostille legalisation services.
We are always interested in making sure our clients are aware of how to maintain and look after their newly established, or in some cases, pre-existing LLP. If you are a first time partnership owner or would like the know-how about how to run your UK LLP, we can help you with: -
Preparing and filing annual accounts and returns;
Bookkeeping and accountancy services;
Bank introduction service with major UK or offshore banks;
The Deluxe UK LLP start-up package is our most popular package with international customers. We will register your limited liability partnership from scratch using one of our registered office addresses, and appointing two of our nominee members (partners).
Upon formation, these details will be recorded as the original details of your LLP. The government fee for LLP registration is included in the price of this package; as are the first year's fees for the provision of a registered office address, and two nominee members. The following two hardbound copies of partnership documents will be posted to you upon registration of your LLP: -
A laminated copy of the certificate of registration of your partnership;
A hard bound copy of the limited liability partnership agreement;
A hard bound copy of the minutes of the first meeting of members;
Two printed membership certificates, and your partnership register;
A power of attorney, signed by two nominee members;
Pre-signed, undated resignation letter from nominee members and the agreement for the provision of nominee service and indemnification of nominees.
The Deluxe UK LLP registration package can be upgraded with the addition of many complementary services, including: additional sets of printed partnership documents, UK and offshore banking introduction service, domain name registration, provision of 0800 or 0207 telephone numbers, calls and mail forwarding, provision of a certificate of good standing, creation of a partnership seals, VAT registration (only if beneficiary owner is signing the VAT application and appointed main person responsible for the VAT matters of the LLP), bookkeeping and accounting services, certification of your partnership documents by notary public and/or apostille legalisation services and many other options. Order the Deluxe UK LLP start-up package:Deluxe UK LLP start-up package - £525.00
An Overview of Limited Liability Partnerships
The limited liability partnership is a separate legal entity with unlimited capacity which means that it can do anything that a natural person could do. It has the ability to enter into contracts and hold property, and will continue its existence in regardless of any change in membership. While in law a limited liability partnership is separate from its members, its members may be liable to contribute to its assets if it is wound up; the extent of that potential liability is as specified in the regulations under the Act (Section 1 (4)). The limited liability partnership's existence as a separate legal entity makes it more closely akin to a company than to a partnership (except insofar as the internal relations are governed by agreement between the members). The Act therefore draws on the principles embodied in the companies' legislation.
As a limited liability partnership is a body corporate, Partnership Law will not in general apply to a limited liability partnership. Elements of Partnership Law may, however, be applied to limited liability partnerships by regulations (Section 15 (c)); such regulations will apply in the absence of agreement as to any matter concerning the mutual obligations of limited liability partnership members, or limited liability partnership members and the limited liability partnership (Section 5 (l) (b)). Care is needed when a limited liability partnership is established that the members (who enjoy limited liability behind the limited liability partnership) do not establish relationships between themselves which would amount to a partnership (under the Partnership Act 1890) in effect running in parallel to the limited liability partnership. Clearly any such parallel partnership would not enjoy limited liability.
In any dealings with third parties, it should be made clear that the only contracting party is the limited liability partnership. The members should avoid in any documentation between themselves any suggestion that there are any mutual agency relations between members; a member's only agency relationship should be as an agent for the limited liability partnership. Some advisers consider that, to avoid problems in this area, the use of the term "partner" to describe members should be avoided, and that use of the words "the partnership" or "the firm" to describe the limited liability partnership should similarly be avoided.
The limited liability partnership's existence as a corporate entity means that the effect of the general law is different from its effect on a partnership. For example, a third party will usually contract with the limited liability partnership itself rather than with an individual member of the limited liability partnership, whereas, in general, a partner contracts as principal and on behalf of the other partners. Should a partner be negligent in work carried out for a client, there will generally be two possible causes of action against that partner: contract and tort. However, because the limited liability partnership will be a separate legal entity with which the client has contracted, only one action (the tort action) is potentially available against the member.
As regards the management of the internal affairs of the limited liability partnership, the position is similar to that applicable to partnerships. Members will not be obliged to enter into a formal agreement among themselves and, if an agreement is entered into, there will be no obligation to publish it. As in the case of partnerships, however, there will, in general, be clear advantages in having a formal written agreement between members to regulate the affairs of the undertaking and to avoid disputes between the members. The formal procedures needed to establish a limited liability partnership, including the need for an application to the Registrar, are likely to encourage the members to set up a formal arrangement before the limited liability partnership commences business.
The Regulations do, however, include default provisions governing the relationship between the members, which apply where no agreement exists, or where the agreement does not include provision to deal with a particular issue. The profits of the business of a limited liability partnership are taxed as if the business were carried on by partners in partnership, rather than by a body corporate. This is intended to ensure that the commercial choice between using a limited liability partnership or a partnership is a tax neutral one.
Limited liability partnerships will be subject to the same taxation regime as current partnerships and will still be able to regulate their internal constitution by a confidential partnership agreement. However, the limited liability partnership will constitute a separate legal person and third parties will contract with the limited liability partnership rather than with individual partners. Although partners will be liable for their own acts, they will not be liable for the acts of their fellow partners, for which the limited liability partnership as a whole shall be liable. We are not in a position to advise on all the US tax consequences of a UK limited liability partnership, but it is clear that the US views the limited liability partnership as a corporate vehicle for US tax purposes so giving the limited liability partnership entirely different UK tax and US tax treatments.
For example, a US group investing in the UK and having part of its group in the UK, may find the limited liability partnership is able to benefit from the favourable UK tax treatment touched on above whilst ensuring, for US purposes, that certain UK profits would not be taxed in the US until the limited liability partnership distributes those profits to the US entities in the group.
While the US and UK tax advantages of the limited liability partnership very much depend on the particular circumstances of the relevant corporate group, the limited liability partnership is unique amongst UK vehicles in having such a split UK and US tax treatment, and should be considered carefully for any group restructuring.
The Difference between Members and Designated Members
Members When a limited liability partnership is formed, the members are the people named on the incorporation document; these are the owners and investors of the business. The mutual rights and duties of the members of a limited liability partnership are governed by the limited liability partnership agreement or by law.
Every member is the agent of the limited liability partnership and the partnership is bound by anything done by a member on its behalf, unless the member had no authority to act in that capacity on behalf of the limited liability partnership, or if the person with whom the member is dealing knows that the member had no authority to act or had no knowledge of his or her membership of the limited liability partnership.
Designated Members Designated members have the same rights and duties towards the limited liability partnership as any other member; however, the law also places extra responsibilities on designated members. In particular, designated members are responsible for: -
Appointing an auditor;
Signing the accounts on behalf of the members;
Delivering the accounts to the registrar;
Notifying the registrar of any membership changes, changes to the registered office address, or changes of the name of the limited liability partnership;
Preparing, signing, and submitting an annual return;
Acting on behalf of the limited liability partnership if it is wound up and dissolved.
Designated members are accountable in law for failing to carry out these legal responsibilities.
Winding-Up or Bankruptcy of a Member of an LLP
If a member of an LLP is wound-up or made bankrupt, he/she may not interfere in the management or administration of any business or affairs of the LLP. This prohibition extends to the liquidator or trustee in bankruptcy. There is no such restriction on members entering into a voluntary arrangement or, in the case of corporate members, insolvency proceedings other than winding up. If such a voluntary arrangement or other non-winding up scheme is to succeed it is vital that there be no restriction on continuing to act as a member in such circumstances - particularly as such arrangements often need to be combined with arrangements for the LLP itself.
In the event of the liquidation or bankruptcy of a member of an LLP, the official receiver should seek to realise that member's interest in the business. The partnership agreement may set out the terms under which an insolvent member's interest can be transferred. Alternatively, the official receiver (or his/her agents) may be able to negotiate a sale to a third party introduced by the solvent members, or to the solvent members themselves. In all cases, the official receiver should seek an independent valuation of the LLP (at the purchaser's expense) to ensure that any sale is at a market value.
LLP Insolvency
A partnership works best where the members are well known to, and work closely with, each other and can, therefore, limit their exposure to liability by taking active control over the affairs of the business. Increasingly today, partnerships (particularly those of professional businesses) are growing beyond the size over which an individual can exercise any effective control of the actions of other individual members, leaving him/her open to personal liability arising from the negligence of another member of the partnership.
To deal with this situation, the Limited Liability Partnerships Act 2000 created a new legal entity known as an LLP. An LLP can be incorporated by two or more persons who wish to go into business together, and gives the benefits of the organisational flexibility and tax efficient treatment of a partnership with the limited liability aspects of a limited company. Similar to a limited company, an LLP has a legal identity separate to that of its members, but there is no distinction between the owners and managers (such as the distinction between shareholders and directors in a limited company).
In essence, it should be noted that the legal treatment (particularly in relation to insolvency proceedings) of an LLP is very closely akin to that of a limited company.
The LLR 2001 applied, with modification, the corporate insolvency parts of the Insolvency Act 1986 to LLPs. Essentially, the modifications were to accommodate the differences between the internal structure of a company and that of an LLP - in that an LLP is owned and managed by the members, in a style agreed by them (including decisions relating to the entering of formal insolvency proceedings), whereas a company's internal structure is prescribed by statute.
There are two provisions unique to LLPs which represent a significant departure from the company position. These are to provide for a member to be required to return property to the partnership in certain circumstances, and to allow for the possibility of making past or present members liable to contribute to the assets of the LLP on winding up.
Generally, the official receiver has the same responsibilities and duties in respect of an LLP subject to a compulsory winding-up order as he/she has for a company in the same position.
On the making of a winding-up order the official receiver becomes liquidator of the LLP and has a duty to investigate the affairs of the LLP. The official receiver may require designated members, or other persons, to prepare and submit a statement of affairs. In practice, the official receiver will usually make an appointment for a designated member to attend for interview and arrange for the completion of the questionnaire.
Companies House holds much the same information on an LLP and its members, as it does for companies and their officers. An LLP is identifiable by a unique registration number. This is the equivalent of a company registration (CRO) number, but will have the appendage "LLP" to identify the different status.
Companies House will not have a copy of the LLP's partnership agreement and, therefore, this should be obtained from the members of the LLP. Ideally, this will be obtained prior to the preliminary interview with the member(s) of the LLP as it will provide important information setting out where management responsibility lies in the LLP, and may contain an agreement by members to contribute to the assets of the partnership in the event of winding-up. The standard initial letter to the designated member(s) makes the request that the partnership agreement is delivered to the official receiver.
In the event of the limited liability partnership becoming insolvent, members can be required to repay profits (with interest) and other property which has been withdrawn from the limited liability partnership within the preceding two years. Such repayment can only be sought if the member knew, or ought to have realised, that there was no real prospect of the limited liability partnership avoiding insolvent liquidation. This test encompasses a subjective and an objective test element and has regard to the member's actual knowledge and belief, and the knowledge and belief which would be expected of a similar person carrying on the same function of that member.
Personal Fault
If an individual member is purported to have been negligent, it may be possible to bring a civil negligence action against that individual. However, the courts have indicated that they would have regard to whether the allegedly negligent advice was given in a personal capacity or whether the limited liability partnership assumed responsibility for the advice.
Changes to the Accounting and Auditing Requirements for Limited Liability Partnerships in the United Kingdom
Recent changes to the accounting and auditing requirements in the Companies Act have now been reflected in the above regulations, and will affect limited liability partnerships from financial years beginning on or after 1 January 2005. This is a brief summary of those changes.
All limited liability partnerships will have the option of preparing their individual accounts using International Accounting Standards (IAS) rather than UK GAAP, and will also have the option of preparing their consolidated accounts using IAS. Limited liability partnerships that continue to prepare their accounts using UK GAAP will have a new accounting option to use fair value accounting for financial instruments, investment property and/or living plants and animals.
For limited liability partnerships that continue to prepare their accounts using UK GAAP, there are changes to the requirements in the following areas: how items must be presented in the balance sheet and profit and loss account, and disclosure of information on derivatives.
For limited liability partnerships that have overseas interests, the current automatic three-month extension for laying and delivering accounts is repealed. For parent limited liability partnerships, there are changes to the requirements and options on consolidation. For limited liability partnerships that have their accounts audited, there are new requirements concerning the audit report. A number of amendments have also been made in line with the package of reforms to corporate insolvency introduced by the Enterprise Act 2002. These are aimed at encouraging the rescue of viable businesses that get into financial difficulty.
Administration of a Limited Liability Partnership
UK limited liability comes at a price: the limited liability partnership's annual accounts are in the public domain. Limited liability partnerships have to provide financial information to Companies House and have to file audited annual accounts which are similar to those of a limited company. The name and profit share of the highest paid member must be included within the filed accounts. Similar to a conventional partnership arrangement, the agreement between members of a limited liability partnership remains private. This is in contrast to the articles of association of a limited company which must be filed at Companies House and are on the public record. The management of a limited liability partnership and the relationship between the partners is more flexible than that of a limited company: whereas a limited company incorporates the statutory management controls imposed by the Companies Acts and other legislation, a limited liability partnership can be managed in almost any way that the members wish.
Limited liability partnerships and their members are not covered by partnership law (implied by statute and common law) as its applicability is expressly excluded by the limited liability partnership Act 2000. This means that a limited liability partnership agreement will usually be longer than a similar conventional partnership agreement because it must cover matters which may otherwise be incorporated into the agreement by statute or common law. It is possible for a limited liability partnership to exist without any written agreement as the limited liability partnership Act 2000 will impart very rudimentary provisions into the arrangement. However, these minimum provisions will be unsatisfactory for most businesses.
Stamp Duty Relief on Conversion
A partnership which converts to a limited liability partnership will be eligible for stamp duty relief on property which is transferred within the first twelve months of incorporation provided that all of the partners in the existing partnership convert to the limited liability partnership, and that the interest of the original partners in the partnership property is the same under the limited liability partnership as under the pre-limited liability partnership.
Relevance to Private Equity Structures
In a typical limited liability partnership fund structure, a company will be the general partner of the limited liability partnership fund, which will contract to receive management supplies from a management company. For the reasons set out below, private equity and venture capital houses, (especially smaller, independent houses), should consider whether it might be more tax efficient to use a limited liability partnership instead of a company to carry out the management function, by transferring the management role of existing or new funds from the management company to a new limited liability partnership. Executives would be members of the limited liability partnership, instead of being employed by the management company. As the liability of members of a limited liability partnership is limited, any additional liability risks for executives will generally be manageable.
UK Limited Liability Partnership Tax Transparency
The fees earned by the management limited liability partnership will accrue directly to its members, in the same way as they would in an ordinary partnership. That compares to a management company, which pays tax on its profits. However, a limited liability partnership cannot be in a group with other companies for the purposes of loss relief and capital gains tax so that, for example, excess management expenses of a corporate general partner cannot be surrendered to it.
UK Limited Liability Partnerships and National Insurance
The national insurance position of members of a limited liability partnership is the same as that of partners in an ordinary partnership. The members themselves will pay class two and four national insurance contributions which will amount to approximately £2,200 a year, together with the 1% surcharge on profits introduced in 2003. As the members of a limited liability partnership are, strictly speaking, self-employed, there will be no obligation on the limited liability partnership to pay employer's national insurance contributions on such amounts, only on the amounts of the payments to employees of the limited liability partnership. A company would have to pay national insurance contributions at the rate of 12.8% on the value of the employees' salary/benefits.
Restricted Securities Regime
Schedule 22 of the Finance Act 2003 (now incorporated in Part 7 of ITEPA), introduced sweeping changes to the tax treatment of securities and interests in securities acquired by reason of employment. Where any such securities or interests in securities are acquired on or after 16 April 2003, and where any condition or restriction applies which would or could reduce the market value of those securities, they will fall within the new regime. When the restrictions fall away, or when the securities are sold, an income tax charge will arise based on market value, with a proportionate deduction depending on what the employee paid (if anything) to acquire the securities. There could also be PAYE and national insurance liabilities.
This regime raises problems both for the management company structure and for a structure using a limited liability partnership. Normally, the executives would be employees of the management company. If they are also awarded shares in the company, such shares would almost certainly be employment related securities and may fall within the restricted securities regime. However it will not be in every case that shares will be awarded to the executives, and it may now be sensible, taking other commercial considerations into account, not to award shares. The new regime also creates two potential problems for members of a limited liability partnership. First, the term "securities" is extremely widely defined and includes units in a collective investment scheme, which term is also given a broad definition.
It is potentially wide enough to cover any partnership but it has been indicated that it would not cover one that is trading. Although the limited liability partnership may be carrying on a trading activity (for example, as manager of a fund), if it has a significant investment, (and this could include its shareholding in the general partner company), this could bring it within the collective investment scheme definition and therefore interests in it would be "securities" for the purposes of the legislation.
Secondly, "employment" is also widely defined, including both former and prospective employments. Therefore, if a group of existing employees operating through a management company re-forms and creates a limited liability partnership, they will probably acquire an employment related security (their interest in the limited liability partnership) by virtue of a former employment. Similarly, if a new joiner becomes a member of a limited liability partnership and at the same time it is expected that he will join the board of an investee company, he may acquire his limited liability partnership interest in connection with that prospective "employment" (a non-executive directorship counts as "employment" for these purposes).
It is possible to make an election to be exempt from the restricted securities regime. If there is the slightest possibility that the limited liability partnership itself could be a collective investment scheme as described above, and if the former or prospective employment condition could apply, the founder members of the limited liability partnership should make such an election, before the limited liability partnership acquires an interest in the general partner company. Making such an election could give rise to an income tax liability on joining the limited liability partnership but that liability will not be significant if the limited liability partnership has no real value at that time.
Carried Interest
Where executives are employed by, or are directors of, a management company, there will always be an "employment" and it will be more difficult to ensure that carried interest is not within the restricted securities regime, especially for those who join after the fund has been raised. The entitlement of a limited liability partnership member to receive carried interest would not normally be an employment related security. However, if the members' interest in the limited liability partnership itself is an employment related security as described above, and carried interest holders (members of the limited liability partnership) obtain carried interest through their limited liability partnership membership, the carried interest is also deemed to be obtained from employment.
Also, if any individual members of the limited liability partnership hold an office or employment with any company or other person connected with the limited liability partnership, for example, a general partner company or an investee company controlled by the fund, the opportunity for those limited liability partnership members to receive carried interest can be deemed to arise from that office or employment, and the result would be to bring the carried interest within the restricted securities regime. We do not believe that the new rules were intended to have this effect and discussions are taking place with the Inland Revenue to seek clarification.
It should be emphasised that an interest in a limited liability partnership will not in every case be regarded as an employment related security, and with careful structuring, this possibility can be avoided. Specific consideration should always be given to whether an election to be exempted from the regime should be made, in which case the possibility of adverse tax consequences is minimised, and the benefits of the limited liability partnership structure can apply without subjecting members to tax on deemed employment income.
Personal Service Partnership Rules
The Inland Revenue impose income tax and national insurance charges in situations where an individual provides services through an intermediary LLP in circumstances where, in the absence of an intermediary, the individual would be an employee of the ultimate recipient of the services. The legislation itself seeks to apply the tax charges where "an individual personally performs, or is under an obligation personally to perform, services for the purposes of a business carried on by another person." As the limited liability partnership, which will be separately regulated, is not providing the services of any particular individual performing the services, the Inland Revenue may accept that there will be no income tax or national insurance liabilities, because there is no intermediate entity to which the legislation could apply. However, careful structuring is required to ensure that the arrangement is not vulnerable to attack on these grounds.
Flexibility for Changes of Partnership Interest
Using a limited liability partnership could give greater flexibility when changing the interests held by the members of the management entity. Where the entity is structured as a company, any award of shares or share options to a new executive joining as an employee could give rise to an income tax liability. If the management entity is a limited liability partnership, new joiners could immediately be given equity with no tax consequences, provided that the arrangement is structured in such a way that there is no possibility of the restricted securities regime applying.
A sale of shares in a management company could potentially give rise to a tax charge on capital gains, although business asset taper relief would apply to any disposal, with the maximum rate of taper (an effective tax rate of 10% for a higher rate taxpayer) applying after only two years' ownership. Sales of shares in a management company can be made tax-free by a trust established by non-residents or non-domiciliaries.
Sale of a Management Business where a Limited Liability Partnership is Used as a Management Vehicle
Business asset taper would of course also apply to a disposal of a partnership share in a trading limited liability partnership. However, on a disposal of the entire management business, there may not be any significant assets as the main asset would be the contract to manage the limited liability partnership. Gains made on the sale of a limited liability partnership interest by trusts set up by non-domiciliaries or non-residents as mentioned above will remain liable to capital gains tax because the trustees will be treated as carrying on a trade in the UK, but incorporation of the limited liability partnership prior to disposal of the business may improve the position.
LLP and Stamp Duty
The transfer of an interest in a limited liability partnership is liable to stamp duty at the relevant rate, that is, at 1%, 3% or 4%, depending on how much is paid for the transfer. Such interests are treated for stamp duty purposes as if they were interests in a general partnership, rather than as shares which would attract stamp duty of 0.5%.
Interest Relief
Where new partners take out a loan to join the limited liability partnership which has a trade, interest relief will be available.
When a limited liability partnership ceases to trade, the tax transparency also ceases so that the limited liability partnership will be subject to corporation tax on its chargeable gains when amounts are realized on final dissolution. Management limited liability partnerships set up to manage a particular fund which are not intended to be used for other future funds may therefore fall foul of this rule; however, it is difficult to see exactly what assets the limited liability partnership would have at that stage, as it is a service entity, rather than providing goods and therefore having stock in trade assets. Even then, the Inland Revenue have said that they will not take the point unless the limited liability partnership is being wound up for tax avoidance reasons, or the period of winding up is protracted.
The commencement of a voluntary winding up is the date on which the LLP determines. That it is to be wound up voluntarily. While there is no statutory rule to say that the determination must take place at a general meeting of members, it is likely that LLP Agreements will provide that any determination to wind up should be made at such a meeting. Following a determination to wind up, the designated members are required to notify the Registrar within 15 days and advertise the decision in the Gazette within 15 days.
In the case of a compulsory winding up where the LLP has not already been put into voluntarywinding up, the procedure is deemed to commence at the time of the presentation to wind up. The statutory declaration of solvency to be made before entry into members voluntary winding-up is to be made by the designated members. It has to be made within the five-week period before the determination by the members that the LLP should be wound up.
LLP and Pensions
Members of a limited liability partnership will have to make their own personal pension arrangements out of their proportionate share in the limited liability partnership's profits. The maximum contribution which can be made is 17.5% of net relevant earnings up to £99,000. Older members (36 plus) will be in a slightly better position, as they can contribute between 20% and 40%, depending on age.
UK Limited Liability Partnerships and VAT Registration
Since a limited liability partnership is a body corporate, the limited liability partnership itself is the legal entity for VAT purposes. It can therefore be registered for VAT and, most importantly, in the typical limited liability partnership scenario, it can be VAT registered as a group with the general partner, provided that the control test is met, that is, either the limited liability partnership will have to have the general partner as its subsidiary, or the general partner would have to be a controlling partner in the limited liability partnership (it seems that the former scenario is much neater).
There are both advantages and disadvantages to adopting a limited liability partnership structure, and anyone considering whether to go down this route would need to analyse all the relevant factors by reference to their own individual circumstances. The decision will be a finely balanced one and will depend on a range of factors, including the extent to which the executives involved in management are to share in incentive arrangements. In many cases it will be advantageous to use a limited liability partnership as the management vehicle, because there will only be a risk that the restricted securities regime will apply if the structure falls into one of the specific traps, and it will generally be harder to avoid these traps using a management partnership structure. For more information on how we can help you with your VAT registration book an appointment or contact us today.
Background to the Limited Liability Partnership Act
The Limited Liability Partnerships Act 2000 came into force on 6 April 2001 (by virtue of Statutory Instrument no. 3316 of 2000). The main purpose of this new Act is to create a new form of legal entity, the limited liability partnership. A limited liability partnership combines the organisational flexibility and tax status of a partnership with limited liability for its members. This limited liability is made possible by the fact that a limited liability partnership is a legal person distinct from its constituent members.
The act empowers the government to apply the provisions of company law and insolvency law, with appropriate modifications, to limited liability partnerships. These powers have been used, through the issue of the Limited Liability Partnerships Regulations 2001, as the basis for much of the constitutional structure of limited liability partnerships and has enabled safeguards to be put in place for those dealing with limited liability partnerships. The safeguards include provision for the public disclosure of information about limited liability partnerships, particularly their finance, and provisions dealing with the situation if a limited liability partnership should become insolvent.
In general, the act has effect only in England, Wales and Scotland. In Great Britain, businesses are structured mainly as limited companies, partnerships or sole traders. Each of these is subject to different regulatory and tax regimes reflecting their organisation and ownership. The only option for many professional practices, in the past, has been to operate as partnerships, since either the general law or the rules of their professional body denied them the ability to incorporate. Accountancy firms have, for instance, only been permitted to incorporate since 1989. As such, professional practices were required to operate as partnerships, they were subject to the legal rules relating to the liability of partners.
The Partnership Act 1890 sets out special rules relating to the liability of partners to persons dealing with them: all partners are liable jointly, and in Scotland severally also, with their other partners for all the debts and obligations of the partnership incurred during their membership. All partners are jointly and severally liable for any loss or damage arising from the wrongful acts or omissions of any of their partners (as well as their own) arising in the ordinary course of the partnership's business or with the authority of the partners. When the members are liable jointly and severally for any loss or damage, this has the effect that an injured person may opt to sue one or more of the members separately or all of them together.
These arrangements were generally appropriate when all partnerships were small and the partners were of the same profession working closely with one another. However, unlimited liability for partners has become an increasing cause for concern in the light of a general increase in the incidence of litigation for professional negligence and in the size of claims, the growth in the size of partnerships (since in a very large partnership not all the partners will be personally known to one another), the increase in specialisation among partners and the coming together of different professions within a partnership, and the risk to a partner's personal assets when a claim exceeds the sum of the assets and insurance cover of the partnership. Although these concerns arise most acutely in very large professional partnerships they are relevant to partnerships generally.
The limited liability partnership goes some way towards addressing these concerns since its members benefit from limited liability, the limited liability partnership being a separate legal person. In general the limited liability partnership and not its members will be liable to third parties. Proposals that it should be possible in Great Britain to organise a business as a limited liability partnership emerged out of a review of the law of joint and several liability. In 1996 the DTI published a feasibility investigation of joint and several liability carried out by the Law Commission. The investigation focused mainly on the joint and several liabilities of professional defendants, seeking to ascertain whether there was an arguable case for replacing joint and several liabilities by, for example, a system whereby each defendant might be liable for only a proportionate share of the loss.
The DTI took the opportunity to consult on the distinct but related question or whether or not to amend the law in Great Britain to allow limited liability partnerships. This question was asked in the knowledge that the concept of limited liability partnerships was well known in some overseas jurisdictions, particularly the US. Jersey too was working on implementing its own limited liability partnership legislation in response to representations from the accountancy profession, with a view to attracting offshore registrations.
In February 1997 the DTI published a consultation paper 'Limited Liability Partnerships: A New Form of Business Association for Professions' (URN 97/597). The response to the paper confirmed that there was a demand for the new vehicle across a wide range of professions, and agreement in principle from submissions from those who were potential clients, and providers of capital to limited liability partnerships. The paper was followed by the publication of a draft Bill and regulations (URN 98/874) in September 1998. Revised draft regulations were published again for consultation, together with the draft Bill (URN 99/1025) in July 1999. In February 2000, a further consultation document was published concerning regulatory default provisions governing the relationship between members (URN 00/617), and revised regulatory default provisions were published in May 2000 (URN 00/865). The outcome of the various consultations was the enactment of the act by Parliament in July 2000 and the issue of the Regulations in March 2001.
It should be noted that in the UK, a limited liability partnership will normally be taxed as though transparent for taxation purposes so that the profits, losses, and gains will be directly attributable to the partners themselves. Whilst the most emotive differences may relate to the public disclosure requirements, the other differences between a UK limited liability partnership and a US limited liability company may have a significant financial impact for a new business and the partners when setting up in the United Kingdom. There is also uncertainty as to how a UK limited liability partnership will be taxed in a foreign jurisdiction as the UK limited liability partnership has a distinct separate corporate legal personality in the UK. It is therefore possible that some foreign jurisdictions may seek to tax income or profits arising in their country as though the limited liability partnership were a body corporate. Great care will, therefore, need to be taken if it is desired to operate in the UK through a limited liability partnership business vehicle, and consideration should be given to using the limited liability partnership vehicles available in alternative jurisdictions.
UK LLP Registration and Post-Incorporation Services
Running a limited liability partnership involves numerous tasks and responsibilities - annual returns, reports and accounts, VAT returns every quarter, keeping abreast of current legislation etc., - which can distract you from your core business objectives and ultimately cost you money. Our services give you the confidence of knowing that all of the vital administrative details are being professionally handled. After incorporation of a limited liability partnership, we arrange and assist with any post LLP incorporation requirements and these include:-
Appearing before the Registrar of Companies;
Registering of a limited liability partnership with HM Revenue & Customs;
Obtaining an import and export codes from HM Revenue & Customs;
Changing of a partnership name;
Increasing or decrease members contribution;
Transferring of membership;
Amending, updating, and re-printing partnership agreement;
Obtaining legal opinions;
Preparing and filing forms and documents with companies house;
Opening a bank account;
Obtaining VAT or/and tax identification numbers;
Preparation of annual return;
Preparation of final annual accounts;
International structuring of holdings and trading entities;
Developing and implementing innovative tax strategies;
Implementing profit repatriation mechanisms;
Tax optimisation through profit and loss pooling;
Designing cross-border financing structures;
Structuring tax-efficient value chains;
Tax optimising cross-border investments;
Optimised tax structures;
Provision of copies any partnership documents certified by the Companies Registrar;
Dealing with preparation of powers of attorney;
Obtaining certificates of good standing;
Provision of certificates of incumbency;
Restoring of a partnership back to the Companies Registry;
Obtaining notaries and apostille authentication and legalisation;
Winding-up (liquidation) or dissolving a limited liability partnership.
Coddan providing a wide range of services for accounting, bookkeeping, payroll, taxes, and other finance outsourcing. We are specialised in UK taxes and accounting, we also take-up accounting and bookkeeping in QuickBooks, Sage, Peachtree, Simply Accounting and other ERP programmes: -
Filing of annual return on companies house, also registration for web filing;
Other updating on companies house e.g., change of name, address, appointment of director, SIC Code etc.;
Preparation and filing of statutory accounts for HMRC;
Calculation of corporation tax and filing of CT 600 on HMRC;
Self-assessment for individual and filing of SA 100 on HMRC;
Complete payroll services (payslip, P-45,P-14, P35 and Issue Of P60) also filing paye return for employer on HMRC;
Monthly management accounts and other reports as per client's requirement;
Finalisation books of accounts (sole-trader, partnerships, and a company).
UK LLP Formation and Incorporation: Live Help
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The points and tips that can be covered during a chat session include: our packages, services description and charges, legal requirements to start-up a business (in the UK or offshore), bank account arrangements, trademark registration, post incorporation services, notaries, consulate or apostille legalisation and other authentication services, documentation preparation and filing, mail forwarding overseas, telephone, fax and virtual office facilities, bookkeeping and accounting services, offshore incorporation service, ways to place an order, methods of payment etc.
If you wish us to provide you an advice or recommendations on tax savings and tax minimisation, or corporate business structuring methods, you should be aware that this service has chargeable elements.
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Money and Payment Policy
Coddan accepts all major currencies; we accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Maestro, Solo, and Delta, we also accept cheques (may be held 10 days to clear) or cash deposit, bank transfers, PayPal, WesternUnion from anywhere to our accounts. After you place an order, details about the banking, PayPal, WesternUnion, cheque transfer will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our phone number that is given on the order confirmation. The customer is responsible for the reimbursement of any bank wire transfer payments. We can also accept payments via debit or credit cards over the phone, your transactions are secure by StreamLine (is the leading provider of merchant accounts in Europe, giving businesses the ability to accept credit and debit card payments face to face, by phone or online).
Our online credit card payment processing is by WorldPay - an important part of The Royal Bank of Scotland Group, the 5th biggest banking group in the world. We do not charge surcharges for the debit and credit card transactions. Credit or debit card payment is now authorised online in real time. You will be informed immediately if your credit or debit card is declined. If declined, you may check the accuracy of the card number and expiration date, or choose a different card to try.
We need to receive a payment for an LLP formation before we can proceed with a new limited liability partnership formation. For regular or corporate clients, we can open a professional credit account. However, this benefit cannot be provided to a new customer, who never placed orders with us.
If you do not feel comfortable transmitting your credit card details on the Internet, we suggest you place an order online, choose the option "Credit Card via the Phone" as the payment method, and then phone in to give us your credit card number over the phone. We will charge your credit card manually. We can also accept credit or debit card payments by fax, to do so, we will e-mail you a credit or debit card authorisation form, and you will need to print out the form, complete the details by hand and send it to us by fax to: + 44 (0) 207.504.3531.
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£ 125.00
This is our most popular package with UK residents, and includes: -
The registration of your LLP from scratch using your own registered office address, and appoint your own candidates to the roles of members and designated members;
The provision of a registered office address in London for 12 months is also included in the price of this package (our registered office address service is charged annually);
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If you would like to register a limited liability partnership in the United Kingdom, and you are not a UK resident or British citizen, this would not have been a problem if you will appoint Coddan as your registered agent. A party to a contract who is not domiciled in England or Wales usually appoints a business entity formation agent for service of process. We, as your LLP incorporation agent will act as the agent for the acceptance of service of business registration process in England, Wales, Scotland, or Northern Ireland. 
Call us and speak with one of our knowledgeable advisor. There is no cost or obligation, let us help you to start a new business. We will be pleased to discuss your plans, requirements and suggestions, and to help you understand how the incorporation process works. 
