This package is for UK-residents who want the simplest basic LLP registration offer which comes with the certificate of registration produced electronically & Barclays or HSBC business banking account as a part of this offer.
The following documents will be sending via e-mail upon the registration of your limited liability partnership (LLP):
The certificate of registration;
The free & fast-track banking account with HSBC or Barclays (which is optional).
£49.99
No annual charges
This is the basic LLP incorporation package for UK-residents with additional documents produced electronically & the laminated certificate will be send by post.
This LLP formation offer includes all services mentioned in the first option, plus:
The partnership agreement;
The meeting of the board of members;
The membership certificates;
The partnership' registers;
The laminated certificate of registration (will be send by post).
£92.99
No annual charges
This is one of our the most popular LLP formation packages for the UK residents.
The third option includes all benefits & items mentioned in the second option, plus the following items will be send by post:
Two laminated certificates of registration & LLP' agreements;
The first meeting of the board of members, two elegant membership' certificates & the rubber stamp;
Two sets of the LLP's registers, the certificate of the beneficial owner; additional services are available.
£99.99
Annual fees from £75.00
This is our the MOST POPULAR LLP creation packages for such customers who run their business from home, and who are looking to minimise members's liability.
This LLP formation offer includes all LLP registration benefits & items mentioned into the SECOND OPTION, plus the provision of:
The registered office address in London;
The government mail forwarding;
The secretarial compliance service & the certificate of the registered office address;
Additional services are available.
£129.99
Annual fees from £105.00
This LLP incorporation package for non-UK customers comes with the registered office address in London and the LLP's secretarial compliance service for one year.
The following items are included in to this offer:
The certificate of registration, the LLP agreement;
The LLP's registers, two membership' certificates & meeting of the board of members;
The registered office address, government mail forwarding & certificate of the registered office address.
£479.99
Annual fees from £455.00
This is one of the very favourite UK LLP registration packages for non-UK customers, who wish to appoint UK nominee members in order to maintain the anonymity.
This LLP registration offer includes all services mentioned in the first option, plus the following:
The provision of two UK nominee members;
The signed power of attorney;
The signed, undated resignation letters from nominee members;
The agreement for the provision of the nominee service.
£829.99
Annual fees from £805.00
This is one of the most popular LLP formation packages for non-UK customers, who wish to appoint two offshore based nominee members as an option to the tax planning.
This LLP setting-up offer includes all services mentioned in the FIRST OPTION, plus the following:
The provision of two offshore nominee members & the signed power of attorney;
The signed & undated resignation letters from nominee members;
The agreement for the provision of the nominee service.
£989.99
Annual fees from £805.00
This is the MOST OPTIMAL LLP establishment package in the UK market for such non-UK customers, who wish to legalise all corporate documents by a Notary Public and certify them by the Apostille stamp.
This LLP creation offer includes all services mentioned in the THIRD OPTION, plus:
The certification of all LLP documents including the power of attorney by a Notary Public & the final verification of LLP documents by the Apostille.
Free LLP common & the attorney in law' rubber stamps.
Further Information
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If the LLP has, or expects to have, limited liability partnership LLP, LLP formation fee, LLP formation online, LLP formation agent, LLP formation cost, LLP formation procedure, companies house LLP formation, LLP domain, it will need to charge VAT to its customers and pass this on to HMRC, our VAT team can assist with day-to-day VAT compliance issues as well as more complex and high-risk commercial VAT solutions. An LLP must keep its accounting records at its registered office address or a place that the members think suitable. The records must be open to inspection by the LLP members at all times. If the LLP holds the records at a place outside of the UK, it must send accounts and returns with details of the business dealt with in the accounting records at least every six months and keep them in the UK. Those accounts and returns must disclose the financial position and enable the members to prepare accounts that comply with the requirements of the Companies Act, including where accounts are prepared using International Accounting Standards (IAS). An LLP gives the benefits of limited liability in that it can protect your existing personal assets, while giving many of the tax advantages and tax benefits, LLP accounts preparation, LLP formation, LLP taxation, LLP formation procedure, limited liability partnership LLP, limited liability partnership, limited liability partnership definition - LLP registration, LLP registration companies house, LLP registration procedure. 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Form a corporation in the State of Delaware, or forming Delaware LLC today, Delaware LLC formation, Delaware LLC incorporating, LLC registration Delaware. Coddan provides Delaware registered agent, USA resident agent service. Use our Delaware starting corporation, Florida company incorporator and California LLC agent, learn about Delaware corporation benefits, Colorado LLC advantages. Non-USA resident companies, advantage Nevada company or incorporating Florida corporation, filing Nevada LLC. Coddan is Delaware LLP formation agent, NYS LLC, NYS incorporation, New York registration, setting an LLP, registering partnerships. Incorporate company in Arkansas, incorporation California company or LLC or starting business Florida, Miami, Reno Nevada.
Offshore company formation services: Coddan organization specializes in all legal ways in arranging suitable and lawful offshore structuring for your both business and private deals, offshore LLP management, offshore corporate services in setting up offshore corporations (offshore company formation services), trusts establishment, register panama foundations, offshore banking, offshore bank accounts, confidential services, and much more. Coddan is your offshore incorporation expert in structuring a myriad of ways to put out of sight your personal or business affairs as permitted by actual offshore secrecy and banking laws worldwide. Going offshore through an IBC (International Business Corporation) allows the owner total control over their assets in the complete PRIVACY of an offshore centre. All business, including investments and banking, is conducted under corporate ownership, keeping the name of the shareholders, directors and officers completely private, in the vast majority of cases, the banks are even forbidden by law to disclose client information. Asset protection is the effort to protect assets for estate planning, or in the face of potential creditor attack, the procedure typically involves transferring assets into other entities, and to affirmatively shield them from potential foreign court awarded monetary judgments. This is done by employing an inventory of legal tools including: asset protection trusts, private foundations, international business companies (sometimes referred to as IBC's), and other custom devices. These tools can be configured to be either domestic or foreign entities: setting LLP offshore, LLP in Cyprus, BVI LLP creation, Hong Kong limited partnership establishment - starting offshore LLP today.
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Easy, quick and cost-effective limited liability partnerships (LLP) establishment and LLP creation in England, Wales, Scotland, Northern Ireland, offshore & in the State of Delaware: we provide quick, reasonable, and budgeted LLP limited liability partnership formation, LLP creation, and establishment in different countries, including the United Kingdom; we can offer you ready-made and off-the-shelf LLPs, bookkeeping & accounting services for a new or already registered limited liability partnerships; legal tax planning, tax filing and a wide range of corporate services. We also provide registered office addresses in different locations (across the UK, USA and offshore locations), a virtual office address, mail and call forwarding, call answering; assistance with the opening of an offshore or UK banking accounts for our UK and overseas customers. Our team of tax-advisors and LLPs 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. Our great value UK LLP registration price starts from just £32.00, 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! Our LLP order and payment forms have security measures in place to protect the loss, misuse and alteration of the information under our control. We use a Secure Socket Layer (SSL) server, which provides the strongest 2048-Bit and SHA-2 encryption, so the data will be sent and is able to be viewed only by ukincorp.co.uk.
The members of an LLP: how many members should an LLP has? The tights and responsibilities of LLP’ members: any group of two or more people (or corporate entities) who want to set up a profit-making business together can form a UK limited liability partnership (LLP), unless one of them has a disqualification order (disqualified to act as a company director or LLP member) in place. It is also possible for UK or any other offshore registered companies, and other limited liability partnerships, to be members of a UK LLP. A limited liability partnership must have at least two members, and at least two must be 'designated' members. If there are fewer than two designated members then every member is deemed a designated member. The members of an LLP normally share in both the responsibilities of running the business and the profits that it makes. Exactly how their rights and responsibilities are defined and divided depends on the LLP's partnership agreement or 'deed of partnership'. Designated members have some extra responsibilities on top of those of ordinary members. Set-up and register a Limited Liability Partnership (LLP) - tax matters of an LLP and record keeping: profits are shared among members of a limited liability partnership (LLP), and individual members - not the LLP - pay income tax on these profits. Unlike limited companies, LLPs do not have to pay corporation tax. In most cases, the members will be self-employed, so they must include details of any profits they get on their individual self-assessment tax returns each year. Self-employed partners are also responsible for paying their own National Insurance contributions (NICs). It is important that each UK-resident private individual member of the UK limited liability partnership registers as self-employed with HM Revenue & Customs (HMRC). The nominated partner must also file a Partnership Return - showing each partner's share of the profits or losses. In the case if your LLP member is a private individual who is a resident outside of the UK, he cannot be registered as a self-employed with HM Revenue & Customs, he needs to register himself as a self-employed in the country of his residents. It is also possible for LLP members to be companies or other LLPs rather than individuals. If so, UK companies that are limited liability partnership' members will have to pay corporation tax on their profits from the LLP and should include the relevant details on their self-assessment return for corporation tax. In the case if, a company is not resident of the United Kingdom, and has no UK place of management; such company does not need to pay corporate tax in the UK. You must keep business records for a partnership for at least five years and ten months following the end of the tax year that the records relate to. The records that you will need to keep will depend on the types of income and gains that the partnership has. Establish, create or incorporate an LLP in the UK, offshore tax haven or USA online or visiting our office in London: the UK, USA and offshore-registered LLP can be used for a varied of business activities on behalf of both the UK and non-UK owners, and we are pleased to advise you on the unique environments of your case. At the time of your LLP registration or at any time thereafter, Coddan can be appointed as your nominee member (partner), we can also provide a full range of professional services from provision of a registered office address (we offer a prestigious address in three different locations in London, Cardiff, Bristol, Liverpool, Manchester, Sussex, Edinburgh and in Glasgow), UK local and toll-free telephone numbers, general mail-forwarding, mail scanning, telephone answering and phone calls forwarding, domain names registration; bookkeeping and preparation of management accounts for the UK and offshore registered limited liability partnerships; preparation and filing of statutory accounts, preparation and filling the LLP's annual return; advice and assistance to businesses in relation to the opening of bank accounts in England, Ireland, Scotland, and in tax-free jurisdictions. We can also arrange a help with the notaries' legalisation, consular and apostille certification. If you will see something unclear in packages' description, please do not hesitate to contact us for more information.
Limited Liability Partnership Formation, Same-day Limited Liability Partnership Registration. Form LLP from 32.00 pounds.
UK Forms of Business Entities: Online Limited Liability Partnership Formation & Same-Day UK Limited Liability Partnership Registration Service - When and How to Use an LLP, the Benefits of a Limited Liability Partnership
Will you run your business as a sole trader? Do you have a business partner or partners keen on entering into a limited liability partnership? Are you planning to setting-up a limited company or a limited liability partnership? The most suitable option will depend on your objectives and the most tax efficient way of achieving these. Make sure you do your homework, as there is a lot of information out there. For example, incorporating a company requires more administration, but your personal assets will be protected.
Set-up and register limited liability partnerships (LLP) in the United Kingdom (UK) i.e. England, Wales, Scotland and Northern Ireland: an LLP is the special type of business entity that can have numerous of business and tax advantages to its members as it offers less responsibility to them regarding debts. Unlike other types of the UK limited companies, the limited liability partnership - is the independent corporate entity, is responsible for any debts, rather than its members. As its name implies, the partners of the LLP have personal limited liability. LLP can still act and function as a normal limited company: trading, re-selling, holding shares and interests in other companies, signing contracts and so on, but the reduced liability to the members means that the personal assets of the limited liability partnership' members will not be at risk should the LLP incur any debts.
There are no minimum capital requirements or guaranteed unit obligations from members of an LLP. Members of an LLP will negotiate the amount of capital they wish to contribute to the partnership amongst themselves, deciding what is economically best for them and the limited liability partnership. Although in some instances, it may arise that a third party - such as a property owner - may require personal guarantees from the members of an LLP.
A key attraction to an LLP's is the reduced taxation. A member can conduct business from the name of an LLP with the corporate tax reduced rate, which is dependent on the individual rather than the partnership as a whole. However, an LLP tax applies as though the members of the LLP had conducted the business, rather than the limited liability partnership itself. There are no further tax privileges for an LLP partnership or its members' beyond those stated, there are severe tax penalties for particular business entities that decide to join investment LLP's, such as the property(ies) investment LLP's. These tax penalties disable the benefits of an LLP regarding the real estate. Please call us to discuss this point.
LLP Registration Service
We provide fast online service for UK LLP registration, & including a private, public and guarantee companies formation, establish of limited partnership in Scotland, plus the other business entities incorporation in England, Wales, and Scotland.
Setting up a business for the first time can be confusing and there are too many issues to consider. You need to decide whether to use professionals who can help you to incorporate your LLP, and to choose the best ownership structure for your business.
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. 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, and Irish LLPs, partnerships, private or public companies formation and registration. 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). All LLPs in Great Britain are registered with Companies House and file specific details as required by the Companies Act 2006.
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At Coddan, we can incorporate your limited liability partnership (LLP) and file all the necessary documentations. In addition to registering your LLP, we can provide nominee members to enable you to fulfil the necessary legal requirements, as well as a registered office address should you need one. If you desire a previously established LLP that already has trading history, it is advisable to remember that we stock several readymade LLPs and shelved LLPs that can be purchased immediately. We can establish your limited liability partnership quickly and effectively; your limited liability partnership could be up and running within a day for as little as £32.00.
We can offer expert advice on all aspects of LLP business formation, with in depth knowledge of the British legal system. Our professional service enables us to help our clients incorporate LLP's in England, Scotland, and Northern Ireland; we can also register a limited liability partnership in Isle of Man, Marshall Islands, State of Delaware, Belize, and in many other offshore countries.
Coddan can offer one-on-one business consultations, which are particularly useful for people who have an idea for starting up their own limited liability partnership and want professional advice. Please do not hesitate to phone one of our expert advisors who will answer all general queries regarding the incorporation of your limited liability partnership.
Do you need to rent or can you work from home? Depending on your business, you may be able to save time and money by setting up an office at home. If your business requires larger premises, then be careful about entering into any lease agreements, particularly those that are long-term, as these are often very difficult to terminate early. You may wish to consider serviced offices, which may be more expensive but are more flexible. To discuss further options, please contact us via an e-mail, phone or fax.
Buy Ready-Made Limited Liability Partnerships, Ready Made LLP Formation: Off-The-Shelf LLPs, Purchase a Shelf or Aged LLP
If you would like to incorporate your LLP business in England, Wales, Scotland, Northern Ireland, offshore countries, including the State of Delaware, New York, State of Oregon and Arkansas; we can offer you an existing LLP to save time, issuing you with all the correct and legal documentation. Readymade limited liability partnerships are LLPs that have already been incorporated and established and are ready for immediate use. You can begin trading instantly with a ready-made LLP.
We guarantee that our readymade LLPs come with no outstanding debts. However, the annual return dates that will need to be completed are dependent on the original incorporation date of the LLP, not the date of purchase. Our ready-made LLPs all have general commercial objects and are therefore able to conduct any manner of business. Our readymade limited liability partnerships have never previously conducted business since their registration, yet their age is an attractive quality to consider when purchasing. For a free impartial discussion about your business and it specific needs please contact us via e-mail or by phone.
Advantages of Starting a Limited Liability Partnership: New UK LLP Incorporation and Registration Requirements
To incorporate an LLP in the UK there needs to be a minimum of two members; these can be physical people or corporate entities (other companies, partnerships, trusts, etc.). The incorporation document should contain the members' details and a signed statement that illustrates that the members are subscribing to carry out lawful business.
It is no longer a requirement that we register and incorporate limited liability partnerships by signing paper documents - a process that was strenuous, tiresome, and time consuming. At Coddan, we can now register your limited liability partnership within a day by using our new online registration system. This new LLP revelation has made the limited liability partnership an even more attractive business structure, as the incorporation process is hassle-free. Numerous problems arose from the paper document system, as it could take a long length of time to get the documents to individual partners who needed to sign them. Now, the incorporation and establishment process is easy for you and your LLP members, allowing you to concentrate on the LLP itself rather than the complications of incorporating it.
There are certain restrictions on the proposed names of an LLP. For example, the name must end in either the initials LLP or the words 'Limited Liability Partnership'. However, the LLP can have the Welsh equivalent at the end of the name if registered in Wales. If the proposed LLP name is already in use, you cannot register your LLP with that name (though it is important to know that you can check the availability of a partnership name through the Coddan' companies and LLPs name check system). You cannot register your LLP name if it contains any sensitive words without Coddan's proper authority.
Partners in a limited liability partnership are not obliged to enter into a formal partnership agreement. In practice, however, they will almost certainly get together to decide on the structure and regulation of all aspects of their limited liability partnership, in just the same way as prospective partners in a traditional partnership. The agreement they make is then binding on them after the limited liability partnership has been properly registered. The agreement itself is not registrable and so remains confidential. If there is no agreement, or the agreement is silent on an important point, then formal default provisions apply in much the same way as the application of the default provisions of the Partnership Act 1890. The default provisions of the Act are simple and straightforward.
If you will place an order to register a limited liability partnership agreement with us, you get a standard set of a partnership agreement, upon formation of your LLP; our standard version of the partnership agreement is very widely drawn, and is suitable for most types of business. The parties to an LLP agreement will be the equity partners in the LLP who provide the capital to the LLP and share the profits, and sometimes the losses of the LLP (their liability is limited to the amount of their capital contribution). The LLP itself will be a party to the agreement to ensure that it is bound by obligations imposed on it in the agreement. A hardbound copy of our standard partnership agreement is included with your partnership formation. Additional printed and bound copies of our standard limited liability partnership agreement can be provided, either at the time of original registration or at a later date.
The Definition of a British, Scottish and Irish Limited Liability Partnership
There are many benefits to a limited liability partnership, for example: a resident from any location across the world can incorporate an LLP in the UK and enjoy the advantages of a UK entity without being liable to any UK taxes. However, one should be careful of any double taxation treaties that can occur when trading in different countries.
At Coddan, we always advise our clients to seek the advice from one of our qualified accountants before taking on the responsibility of running a business. You can book an appointment with one of our accountancy team today for a one-one-one session charged at an hourly rate.
Limited liability partnerships are not liable for tax on profits arising within the partnership itself. Instead, individual members of the LLP pay tax according to the profits they make. Limited liability partnerships are business entities incorporated for commercial trading. The members of an LLP are not personally liable for any contracts or debts that may incur on behalf of the partnership. This type of business is extremely useful to overseas businesses, where taxation advantages are available.
Register an LLP Online: Things to Remember About LLPs
It is always useful to know that LLP members can be from anywhere in the world and still conduct business within the UK, though it is legally required that there is at least two partners. LLP members do not necessarily have to be physical people; they can be corporate entities registered in the UK or anywhere in the world. The liability of a limited liability partnership falls on the partnership itself, as opposed to the individual members. The responsibility of controlling and maintaining the LLP falls directly on the designated members.
An LLP is normally regarded as tax transparent, and the members of an LLP are, for tax reasons, deemed as self-employed for tax reasons as they are taxed on their individual earnings. Another advantage of LLP's is that they are exempt from corporation tax. An LLP is usually advantageous to several people who may be conducting business as a group and require numerous signatures.
The partners of an LLP have limited liability within the limited liability partnership, which adds security to the individual members should something go wrong in their business. LLPs pay tax differently from most other traditional companies, as the individual members pay tax on the profit they make, rather than the company itself. Tax applies to the individual members' income rather than the profit of the private limited company.
Register an LLP Online: the Main Characteristics of a UK Limited Liability Partnership
Why Work in a Partnership?
Forming a partnership with colleagues also offers a range of legal and organisational benefits. This includes sharing the risks, costs, and responsibilities of being a commercial organisation; buying assets such as property or equipment; and bidding for contractual work. Such structures provide a vehicle for collaboration between partners, which facilitates their service development and capacity to respond to changing demands and allows for the division of roles - for example, finance and personnel.
The main characteristics of a limited liability partnership in the United Kingdom are as follows: -
There must be at minimum of two members;
At minimum, two of the members must be designated members;
A registered office address in the country of registration is required;
The name of the members of a limited liability partnership are available on the public records;
Accounting records must be maintained and kept at the registered office address;
Annual accounts and annual returns must be submitted to the companies registrar;
Although itself is not the subject to corporate taxation, a limited liability partnership must file an annual informational of it's tax return;
A limited liability partnership must be a commercial venture operating for the business profit.
The main advantages of a limited liability partnership are as follows: -
All of the members to enjoy the limited liability;
The liability of the members is limited to the amount of their investment into a 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 the more flexible management structure;
A limited liability partnership is transparent for the tax purposes and will be taxed in a similar way to a partnership, with members being taxed individually on their ownership of the limited liability partnership's income or gains;
The less public scrutiny, because the partnership agreement remains the confidential;
The easier manipulation of the ownership in between partners;
The easier changes of the membership;
No administration relating to the issue and allotment of membership;
Easier expression of administration, roles and the management in a partnership agreement.
Limited Liability Partnership (LLP)
A limited liability partnership is a body corporate with a separate legal personality similar to a company. Unlike in a normal partnership, the members of an LLP enjoy limited liability as the name suggests – liability is limited to the amount of money they have invested in the business and to any personal guarantees, they have given to raise finance. Each member takes an equal share of the profits, unless the members' agreement specifies otherwise.
Incorporate or Create an LLP: When to Use a Limited Liability Partnership
Of all the legislation of the last few years, the creation of limited liability partnerships is one of the most interesting: -
Limited liability generally the essence of a limited liability partnership for practical purposes is as a vehicle to contain a partnership of any size where partners may be at risk from the careless or accidental negligence of a colleague. For example, partners in international accountancy firms would be protected from personal liability if a claim was successfully pursued by a major client. Partners in a construction business would be protected if a new building collapsed, causing high level claims against them;
Protection for a non-active lender a limited liability partnership may also be appropriate for a partnership where some partners are not actively involved. They might have once been called "sleeping" partners. This will suit both a company and an individual lender;
Easy in, easy out the LLP structure 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 ang and going more frequently than you would expect in a normal partnership business.
Starting-Up a Small LLP Business & More: What We Can Do for You - LLP Incorporation Agent vs. Companies House
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 registration in the United Kingdom (England, Wales, Scotland, Northern Ireland, State of Delaware, Marshall Islands, Belize, etc.), 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 LLP' structures has made us possible to provide the very professional, prompt, and efficient incorporation level of services.
Our team of tax-advisors and LLP creation consultants will be pleased to assist with your enquiries related to incorporating and maintaining limited liability 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, which may help you to learn what to take into consideration when deciding among registering LLPs, establishing limited partnerships and other tax-saving business structures. Our great value LLP registration price starts from just £32.00, 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 and professional incorporation 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 and professional advisors (who are all convincing specialists) is on hand to ensure that your move goes through as smoothly and swiftly as possible.
Confidential LLP incorporation and registration 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. All services, are available online including free name availability checks, business advice, business tips and direct application forms to get your business up and running quickly and smoothly. You can also speak to a business advisor between 9.30am-6.00pm Monday to Friday by telephoning (0) 207.935.5171 or (0) 330.808.0089.
Coddan CPM can certify your LLP documents through our London-based notary public. It is beneficial for our non-UK resident clients to know that several countries outside of the UK legally require a notary signature and seal to begin conducting business.
The notary procedure includes your document signed and sealed by the notary, accompanied by an additional document from the state where the notary practices. For example, in the Foreign & Commonwealth Office would fulfil this role on behalf of notary public in the UK. The additional document is an apostille, and confirms the authenticity of the notary’s signature and seal. Without seeing a notary public, you will be unable to obtain an apostille or legalisation certificate. In addition to the Foreign & Commonwealth Office's certificate, the consulate or embassy of the receiving country may need to add its own verification after the Foreign & Commonwealth Office has issued verification.
Why Set-Up a Limited Liability Partnership?
In common with any business practice, a healthcare partnership is subject to a number of potential legal and financial risks. These may be external and related to its contracted relationship with third parties, customers (for example, patients), supplier organisations, and HM Revenue and Customs; or internal and reflecting the relationship between the partners. The issues may reflect earnings or expenditure, quality of practice and negligence and litigation, taxation, and financial liability.
We provide different LLP formation 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 LLP package that would suit your personal needs and wants. If you choose us, Coddan CPM, 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 formation 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 a notary public. Our services include assisting you on: -
Limited liability partnership (LLP) formation and incorporation;
Members (partners) duties, partnership governance and protecting your designated members against liability;
Debt and equity funding initially and for on-going 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 Registration With Companies House: Why Register 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 as an LLP in England, Northern Ireland, Scotland, Wales; and in the Island of Man, also in Delaware, New York and in other foreign countries, please call us to discuss the further options which may be relevant to your business.
If you would like a personal face-to-face consultation and dedicated help with your UK or and offshore LLP start-up package or needs, call us on +44 (0) 207.935.5171, or 0330.808.0089 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 registration needs. Our project begins with a short meeting, where our advisors gather the information required to incorporate 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 registration 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 register 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;
As a company processing your personal data, we are regulated by the Data Protection Act;
We do not disclosure your personal data to any third party;
Coodan is a fully fledged, innovative firm located in London, and governed by the English law;
Our businesses incorporation software has been authorised by Companies House;
We comply with Companies House and HMRC regulations;
Our Chartered Certified Accountants, business advisors, and tax-planning specialists are regulated by ACCA (the Association of Chartered Certified Accountants);
We are committed to helping you achieve your objectives;
Our main office building is located in central London on 124 Baker Street;
We will see you, for free for an initial half hour meeting at our office;
Alternatively, we encourage international customers to call or e-mail us, as we don't always need to meet face-to-face to act on your behalf to register or maintenance a limited liability partnership in England, Scotland, Wales, Northern Ireland, Isle of Man, Belize, British Virgin Islands, Seychelles, etc.
In addition, we can cover, inter alia, the following matters: -
Administration of LLPs;
Agency and distribution agreements;
Banking/lending/security;
LLPs acquisitions and sales;
LLPs and business formations;
Company schemes;
Contracts for supply;
Members' responsibilities and duties;
Employment;
IT Contracts (software licenses, maintenance agreements, etc.);
Licensing agreements;
LLP members' agreements;
Partnership dissolution/winding-up/liquidation;
Pension schemes;
Re-organisation/restructuring of companies/partnerships;
Data protection issues.
How to Set-Up an LLP?
The first and most important step is to choose your partners. An LLP exists for business reasons, and all partners should recognise and be comfortable with this and interested in its set-up. An LLP is commonly designed as a democratic and representative body with members having voting rights with control over purchases, use and disposal of assets (for example, property), and the admission of partners. Meetings of partners are commonly required at least annually.
UK, USA, and Offshore LLP Incorporation for UK and Non-UK Residents
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. Coddan, 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: -
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 or incorporate 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.
Register an LLP in Delaware
Delaware authorises a special form of general partnership known as a limited liability partnership. In a limited liability partnership, the partnership is required to register with the Delaware Secretary of State and maintain a specified amount of liability insurance. In return, partners are relieved of personal liability for obligations of the partnership. The LLP is attractive to owners who want the benefits of the partnership form but without the personal liability for the professional misconduct of other partners and employees.
Limited Liability Partnership Formation: Our Experience in English, Scottish and Northern Irish Limited Liability Partnership Registration
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 registering a UK limited liability partnership: selecting the appropriate legal structure. We can establish 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 home based 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.
Developing Your LLP Business
Once the LLP agrees a contract, it can be of great benefit to both sides to develop as good a business relation as possible. Investing time and effort in this, with regular formal and informal meetings, and a proactive attitude to developing the work can be greatly advantageous to both sides. Working with organisations in the independent sector often entails negotiating directly with their senior management, who may adopt a more commercial approach to service development.
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.
LLP Establishment 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 Starting-Up in Business in the UK: We Can Make a Difference!
Our electronic LLP registration software has been authorised 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.
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 0330.808.0089. 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.
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 £250.00 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: 0330.808.0089 or +44 (0) 207.935.5171, or send a fax: +44 (0) 207.504.3531.
Running an LLP: 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: 0330 808.0089 or +44 (0) 207.935.5171.
Create, Establish, Register and Incorporate an LLP: Additional Information
What follows is additional information pertaining to limited liability partnerships in the United Kingdom, which is organised under the following headings: -
Register an LLP Partnership: 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, the USA group of companies investing into 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 USA registered entities in the group.
Should a New Business be Formed as an LLP?
If there may be changes to the profit sharing, for example the admission of a new member, a change in the working hours or the retirement of a member, an LLP should be seriously considered. This is because of the tax charges that can apply to changes in the shareholdings in a limited company. If it is clear that there will be no change in the ownership or profit sharing arrangements of the business for a long time, there are likely to be taxation advantages to a limited company.
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 USA tax treatment, and should be considered carefully for any group restructuring.
LLP Guidance: Limited Liability Partnership Liquidation and 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 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.
The liquidator, administrative receiver, administrator or Official Receiver has a duty to send the Secretary of State a report on the conduct of all members who were in office in the last three years of the limited liability partnership's trading. The Secretary of State has to decide whether it is in the public interest to seek a disqualification order against a member.
Examples of the most commonly reported conduct might include: -
Continuing to trade 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.
A voluntary arrangement is when a limited liability partnership makes an agreement with its creditors by proposing a 'composition in satisfaction of its debt' or a 'scheme of arrangement of its affairs'. This means an arrangement, approved by the court, in which the limited liability partnership has formally agreed terms with its creditors for the settlement of its debts.
When the limited liability partnership has proposed the arrangement, the nominee appointed to supervise its implementation reports to the court within 28 days on whether, in his or her opinion, a meeting of the creditors should be called. When the administrator or liquidator proposes the agreement, the nominee reports on whether a meeting of the members and a meeting of the creditors of the limited liability partnership should be called.
The administrator will request a statement of the limited liability partnership’s affairs from relevant people (e.g. an officer or employee of the limited liability partnership). No later than 8 weeks after the limited liability partnership enters administration, the administrator must make a statement setting out proposals for achieving the purpose of the administration or explaining why they cannot be achieved. The proposals may include a voluntary arrangement or a compromise or arrangement with creditors or members. The statement setting out the proposals must be sent to: -
Companies House;
Every creditor of the limited liability partnership with an invitation to an initial creditors’ meeting, if one is to be held; and
Every member of the limited liability partnership, unless the administrator publishes a notice to the effect that he will provide a copy free of charge to any member of the limited liability partnership who applies in writing for a copy.
The business of the initial creditors meeting will be to approve (with or without modifications) the statement of proposals. Following the initial meeting, the administrator may: -
Hold further creditors' meetings;
Form a creditors committee; or
Deal with matters in correspondence between the administrator and creditors.
The administrator must notify any revisions to the proposals following a creditors’ meeting to members. Decisions taken at creditors’ meetings must be reported to the Registrar and to the court.
Coddan' insolvency team works closely with the firm's litigation, company and commercial and employment departments. The expertise of these departments can be called upon for a comprehensive service to the client. Specialised insolvency areas: -
Limited Liability Partnership Guidance: Member's Liability on a Winding-Up
A member's liability on a winding-up is defined in ITA07/S108 as the amount which: -
The individual is liable to contribute to the assets of the LLP in the event of it being wound up; and
The individual remains liable to contribute for a period of at least 5 years beginning with the relevant time (or until it is wound up, if that happens before the end of that period).
Under the LLP Act 2000 all LLP members act as agents of the LLP and are not personally liable for its debts. If the LLP becomes insolvent the members' liability, under the LLP Act, is limited to their investment in the LLP and they cannot be required to contribute to any shortfall out of their private assets. Their position is similar to that of company shareholders.
However, although LLP members are not personally liable under the LLP Act for the debts of the LLP, and are not required by law to contribute to any shortfall out of their private assets, they may have accepted such liability under the terms of an agreement.
Basing the restriction on the amount of the member's liability on a winding up, if that is greater than the amount subscribed by the member, was exploited by schemes which accredited to members unrealistically high liabilities in a winding up, that in practice were never likely to materialise.
The partners of the LLP can by 3/4 the majority resolve to voluntarily wind up the LLP and appoint a liquidator for the purposes of the same. If the LLP has on such date any secured or unsecured creditors, then their approval has to be obtained for thewinding up. The partners have to make a declaration of solvency of the LLP before passing resolution to wind up the LLP. The rules require the liquidator to prepare a report of winding up and statement of accounts and place it before the partners andcreditors for approval following which he is to file the same with the Tribunal within two weeks requesting for an order that the LLP be wound up. On consideration of an application made for winding up order as above, the Tribunal may either orderwinding up of the LLP, dismiss the application or pass such other order to the effect it may deem fit.
The ministry has failed to clarify as to whether the Registrar of Companies would initiate suo moto proceedings on failure by the LLP to file annual return for fiveconsecutive financial years.
In the event of winding up of the LLP by the Tribunal, the Tribunal shall appoint a qualified professional to act as the provisional liquidator for the purposes of winding up. The liquidator so appointed shall be subject to the supervision and control of theTribunal and Central Government for ensuring that LLP is wound up as per the rules notified.
The liquidator, be it the one appointed in a voluntary winding up or winding up by Tribunal has been conferred with various powers enumerated in the notified rules to facilitate a speedy and fair winding up of a LLP.
Winding up of a LLP shall involve the liquidator taking charge of the business of the LLP and its assets for disposing or dealing with the same in a manner deemed fit by him exercising powers conferred on him to clear all the statutory dues of and satisfy legible claims against the LLP. All sums (if any) remaining after satisfaction of all dues of the LLP shall be distributed amongst the partners in the manner agreed to by them or be dealt with in the manner contained in the LLP agreement.
After an order of winding up has been obtained, it has to be filed with the concerned the Registrar of Companies within the time limit and in the manner prescribed in the rules by the concerned provisional liquidator or petitioner.
Guidance and Information on Limited Liability Partnerships: LLP 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.
Register a Limited Liability Partnerships: 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.
Incorporate a Limited Liability Partnerships: LLP 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.
LLP or LTD - Which is the Best for You: 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 Partnerships: LLP 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.
English, Scottish, Welsh and Irish Limited Liability Partnerships: LLP 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.
Using a Partnerships for Your Business: LLP 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.
Set-Up and Register a Limited Liability Partnership: LLP 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.
Creation and Running a Partnership: LLP Personal Service Company Rules
The Inland Revenue impose income tax and national insurance charges in situations where an individual provides services through an intermediary company 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.
Forming and Running a Partnership: LLP 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.
General Guidance of Limited Liability Partnerships: LLP 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%.
General Guidance on the Registration of Limited Liability Partnerships: LLP Interest Relief
Where new partners take out a loan to join the limited liability partnership which has a trade, interest relief will be available.
General Guidance on the Liquidation of Limited Liability Partnerships
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.
General Guidance on the Pensions of Limited Liability Partnerships
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.
Limited Liability Partnership and VAT Registration Number
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 company structure.
General Guidance on Incorporation of Limited Liabilty Partnerships: 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 liabilities 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 & Double Taxation Relief and LLP Dividends
Where an overseas tax authority regards a foreign branch of a UK LLP as a 'body corporate' the UK members will be entitled to claim tax credit relief in respect of their proportionate share of the foreign tax paid on the overseas branch's profits. A UK LLP is not itself 'liable to tax' in the UK as the LLP tax provisions identify other persons (i.e. the members) as the persons who are to be taxed. Accordingly for the purposes of the Double Taxation Agreements (DTAs) the LLP is not regarded as being resident in the UK and cannot itself therefore claim relief from foreign taxes under such agreements. As is now the case with ordinary and limited partnerships the members must make the claim.
Assuming they are UK residents in accordance with the provisions of the relevant DTA the members of a LLP are entitled to relief for any withholding tax on overseas dividends. Normally a DTA provides for withholding tax of a maximum of 15% to be deducted and relief for that tax given. Where a partner is an individual then no relief is due in respect of the taxes paid (the underlying taxes) on the profits out of which the dividend is paid. In the very narrow circumstances where the LLP is not treated as transparent, but instead as a body corporate for tax purposes (such as when the LLP is in liquidation or being wound up in circumstances where transparency cannot be retained), HRMC takes the view that the LLP can itself claim relief for foreign taxes, including if appropriate underlying tax.
Where an overseas tax authority regards a foreign branch of a UK LLP as a 'body corporate' the UK members will be entitled to claim tax credit relief in respect of their proportionate share of the foreign tax paid on the overseas branch's profits. A UK LLP is not itself 'liable to tax' in the UK as the LLP tax provisions identify other persons (i.e. the members) as the persons who are to be taxed. Accordingly for the purposes of the Double Taxation Agreements (DTAs) the LLP is not regarded as being resident in the UK and cannot itself therefore claim relief from foreign taxes under such agreements. As is now the case with ordinary and limited partnerships, the members must make the claim.
UK LLP & Employment Regulations
In order to register as an employer you will need to have the following information to hand. HMRC require the following general information: -
Your name and address and contact telephone number;
A contact email address if you're registering by email;
Your National Insurance number;
Your Unique Taxpayer Reference;
The name of your business;
The type of business you run;
Its trading address.
Certain employers cannot register as a UK employer. This is because their payroll affairs are unusual and require special attention from HMRC. If you are in one of the following categories, you will need to register through an HMRC office: -
Receivers paying employees of companies in receivership;
Most offshore employers - however EEA or Isle of Man employers who are liable for UK National Insurance contributions can register;
Employees who deduct their own tax and/or National Insurance contributions (this includes registrars, certain employees of foreign embassies and consulates, and Roman Catholic priests);
Profit sharing schemes - trustees of profit sharing schemes must operate PAYE when they make a payment on behalf of an employer to a recipient that isn't either an employee of the employer or receiving a pension from them;
Businesses responsible for paying sick pay to the employees of more than one employer (such as an insurance companies, for example);
Providers of incentive awards who use Taxed Award Schemes to pay the basic rate tax due on non-cash awards.
In the case if, you need assistance from our side, we can register your LLP as having employees in the United Kingdom, or register your LLP, which has no employees in the UK. For example: your UK registered limited liability partnership employed citizen and resident of Italy, who is not working and living in the UK, and who does not have a UK National Insurance number, your LLP needs to be registered as an entity which does not have employees in the United Kingdom.
UK LLP Registration and Incorporation: Live Help
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Establish an LLP with Coddan Online: 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, and bank transfers from anywhere to our bank accounts. After you place an order, details about the banking 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.
Our 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 before we can proceed with a new company 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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Will you run your business as a sole trader? Do you have a business partner or partners keen on entering into a limited liability partnership? Are you planning to setting-up a limited company or a limited liability partnership? The most suitable option will depend on your objectives and the most tax efficient way of achieving these. Make sure you do your homework, as there is a lot of information out there. For example, incorporating a company requires more administration, but your personal assets will be protected.
To incorporate an LLP in the UK there needs to be a minimum of two members; these can be physical people or corporate entities (other companies, partnerships, trusts, etc.). The incorporation document should contain the members' details and a signed statement that illustrates that the members are subscribing to carry out lawful business. 
There are many benefits to a limited liability partnership, for example: a resident from any location across the world can incorporate an LLP in the UK and enjoy the advantages of a UK entity without being liable to any UK taxes. However, one should be careful of any double taxation treaties that can occur when trading in different countries. 
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 registration in the United Kingdom (England, Wales, Scotland, Northern Ireland, State of Delaware, Marshall Islands, Belize, etc.), 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 LLP' structures has made us possible to provide the very professional, prompt, and efficient incorporation level of services. 
We provide different LLP formation 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! 
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 as an LLP in England, Northern Ireland, Scotland, Wales; and in the Island of Man, also in Delaware, New York and in other foreign countries, please call us to discuss the further options which may be relevant to your business.
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. Coddan, 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. 
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.
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. 
Our electronic LLP registration software has been authorised by 
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. 
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. 
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. 
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. 
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. 
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. 
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. 
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. 
Where an overseas tax authority regards a foreign branch of a UK LLP as a 'body corporate' the UK members will be entitled to claim tax credit relief in respect of their proportionate share of the foreign tax paid on the overseas branch's profits. A UK LLP is not itself 'liable to tax' in the UK as the LLP tax provisions identify other persons (i.e. the members) as the persons who are to be taxed. Accordingly for the purposes of the Double Taxation Agreements (DTAs) the LLP is not regarded as being resident in the UK and cannot itself therefore claim relief from foreign taxes under such agreements. As is now the case with ordinary and limited partnerships the members must make the claim. 