. What is an LLP? It is an alternative corporate business vehicle that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership. The LLP is a separate legal entity and, while the LLP itself will be liable for the full extent of its assets, the liability of the members will be limited. How is an LLP taxed? An LLP is taxed as a partnership. The internal structure of the LLP is similar to that of a partnership. The members provide working capital and share any profits. Income derived by the members from the LLP will be closer to that of a partnership than to the dividends paid by companies. The Act also provides that any partnership converting to an LLP will receive relief from stamp duty on any property transferred in the first year, subject to conditions. Members will be liable to pay Class 2 and Class 4 National Insurance contributions.
Unlike sole traders and partners of ordinary partnerships, the LLP itself - not the individual members - is responsible for any debts that it runs up, unless individual members have personally guaranteed a loan to the business. A deed of partnership is a legally binding agreement between the partners that are setting up in business together. It describes how the partnership will be run and the rights and duties of the members themselves. LLPs must produce and publish financial accounts with a similar level of detail to a similar sized limited company and must submit accounts and an annual return to the Registrar of Companies each year. This publication requirement is far more demanding than the position for normal partnerships and specific accounting rules may lead to different profits from those of a normal partnership.
Coddan CPM provides one of the highest rated LLP incorporation & Limited Liability Partnership establishment services to its clients around the world, particularly for UK, EU and USA residents. We provide complete Limited Liability Partnership creation solutions for new and existing businesses, including legal affairs pertaining to their business, whatever the intended form or mode of operation. Coddan offers Limited Liability Partnership registration, including free partnership name check, LLP' secretarial and nominee designated members services. Unfortunately, online LLP registration is not available with UK Companies House and normally LLP formation procedure takes 4-6 days once duly signed form LLP2 submitted for registration. Coddan provides UK Limited Liability Partnership formation service for £125.00.
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Going offshore through an IBC (International Business Corporation) allows the owner total control over their assets in the complete PRIVACY of an offshore center. 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.
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This is our most popular package with UK residents, and includes: The filing and registration of your LLP The submission of forms detailing the LLP's executive members (partners) Incorporation forms (Form LLP2) do not require the signature of a Notary Public The formation of your LLP within 4-6 working days PPayment of legal and initiation fees The appointment of your own candidates as members for the LLP (a minimum of two people are required) The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Registration A hard bound copy of the Combined LLP Register A hard bound copy of the Partnership Agreement The Minutes of the First Members' Meeting Membership Certificates and completed Members' Register
Premier Package
£ 175.00
Renewal fees from £50.00
This is our most popular package with EU residents, and includes: The filing and registration of your LLP The submission of forms detailing the LLP's executive members (partners) Incorporation forms (Form LLP2) do not require the signature of a Notary Public The formation of your LLP within 4-6 working days Payment of legal and initiation fees The appointment of your own candidates as members for the LLP (a minimum of two people are required) A A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Registration A hard bound copy of the Combined LLP Register A hard bound copy of the Partnership Agreement The Minutes of the First Members' Meeting Membership Certificates and completed Members' Register
Deluxe Package
£ 425.00
Renewal fees from £300.00
This is our most popular package with overseas residents, and includes: The formation of your LLP within 4-6 working days Payment of legal and initiation fees A A registered office address for 12 months, provided by Coddan An application form for the following year's renewal of the Registered Office Address service (£50.00) A LLP nominee designated members service for 1 year The names of the nominee designated LLP members will appear on the public record Annual Return and Annual Account reminder The following documents will be posted to you (these documents will be sent via Royal Mail): The original laminated Certificate of Registration A hard bound copy of the Combined LLP Register A hard bound copy of the Partnership Agreement The Minutes of the First Members' Meeting Membership Certificates and completed Members' Register A General Power of Attorney signed by the Nominees A pre-signed, undated letter of resignation from the Nominee Members An indemnity Letter for the General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees
LLP Creation Checklist: Legal Requirements
Setting-Up LLP: You have to register with Companies House, the method is similar to registering a company. LLP subscribers may be residents outside the UK. A LLP must exist for business purposes: it is a for-profit legal form. Membership: the only members are the partners. Partners must be individuals or corporate bodies. The minimum number of partners are TWO. New partners are normally admitted by the existing partners. Partners can be of any nationality. The business is controlled by the designated members. A LLP can hold property. A LLP can borrow money in its own name. An LLP will be required to appoint at least 2 designated members. LLPs that do not carry on business as a trade or profession such as an investment company will be subject to corporation tax. The LLP is required to have a registered office in the UK.
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Company Formation Home Page>>UK Limited Liability Partnership Formations Guide
WHAT IS A LIMITED LIABILITY PARTNERSHIP? ONLINE LLP FORMATION & REGISTRATION SERVICE
Setting-Up and Register a Limited Liability Partnership (LLP): A limited liability partnership (LLP) is similar to a normal partnership - but it also offers reduced personal responsibility for business debts. Coddan CPM LTD offers a full LLP incorporation service and will deal with all the essential requirements on your behalf. Limited Liability Partnerships (LLPs) are available to any 'two or more persons associated for carrying on a lawful business with a view to profit' by simple registration with the registrar of companies. The key advantage of a LLP compared with a traditional partnership is that the members of the LLP are able to limit their personal liability if something goes wrong with the business, in much the same way as shareholders in a limited company are able to.
Clients can verify whether their proposed name has been registered or incorporated and obtain information regarding business LLP entities operating in England, Scotland and Northern Ireland by conducting LLP name and unincorporated business name and limited partnership searches of the UK public record. The Companies House records the name and LLP registered number of UK corporate entities that are incorporated, continued, amalgamated or licensed to do business in the United Kingdom.
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Definition of Limited Liability Partnership: Partnership that protects its members from liabilities held against their partners. Many law firms are formed as LLPs. What is an LLP: A Limited Liability Partnership (LLP) is a legal business structure in which there are two or more persons associated for carrying on a lawful business with a view to profit, and is registered as such at Companies House. Limited Liability Partnership Benefits: The key advantage of a LLP compared with a traditional partnership is that the members of the LLP (it is very important that they should not be called partners but members) are able to limit their personal liability if something goes wrong with the business, in much the same way as shareholders in a company have always been able to do. The costs of setting up an LLP from £125.00
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The Main Features of LLPs: Incorporation - LLPs are bodies corporate and must be registered with the Registrar of Companies in a similar way to setting up a company. The LLP cannot have the same name as another LLP or company.
Liability - the LLP is a separate legal entity distinct from its members. The LLP itself is responsible for any debts that it runs up to the full extent of its assets. This means that members will generally only be liable to the extent that they have contributed to those assets.
Members - the LLP must have at least two members. Any legal person may be a member of an LLP. Members are agents of the LLP and owe the duties of an agent, including acting in the best interests of the LLP and avoiding conflicts of interest. Similar to company directors, the members may also be exposed to potential liability for wrongful or fraudulent trading.
Management - the LLP will generally be controlled by the "designated members" who can be viewed as being akin to directors. Two or more members must be designated members who will have statutory responsibility for certain tasks including reporting obligations. The designated members may be to subject to fines in the event of failure to comply with these responsibilities. Unless the Registrar of Companies is advised which members are designated members, all members of the LLP will be designated members.
Structure - unlike a company, a LLP does not have share capital, a Memorandum of Association or Articles of Association, and has complete flexibility as to the internal structure and management it wishes to adopt. The rights and duties between the members are normally specified in the LLP agreement which is confidential to the members.
Reporting obligations - similar to the reporting obligations of companies, LLPs must maintain accounting records. LLPs must also notify changes of members, member's details, registered address, and deliver accounts and annual returns to the Registrar of Companies.
Disclosure requirements - every LLP must display its name outside every office or place of business. The LLP's name, place, registered number and registered address should also appear on all correspondence.
Capacity - unlike a company which may only trade within the objects stated in its Memorandum of Association, a LLP has unlimited capacity.
Security - a LLP may grant standard securities, any fixed asset security or a floating charge.
Tax - a LLP is transparent for tax purposes and will be taxed in a similar way to a partnership with members being taxed individually on their share of the LLP's income or gains.
Top Tips to LLP Status: As increasing numbers of organisations opt for Limited Liability Partnership (LLP) status, PKF accountants and business advisers is offering ten top tips to ensure the process goes as smoothly as possible:
1. Converting to a LLP is a major project, so plan it well in advance.
2. Do not base the LLP agreement on your partnership agreement - start afresh.
3. The LLP agreement should be comprehensive as there is no fall back on partnership law.
4. Operate the LLP as a corporate vehicle - not as if you are still partners - in order to reap the full benefit.
5. Determine the impact on your profits and balance sheet of adopting full UK accounting standards in the LLP accounts.
UK LLPs from only £125.00! All Inclusive LLP Registration. Each Limited Liability Partnership package includes all statutory paperwork and is fully compliant with the LLP law. All government and filing fees are included in the cost of our Economy pack. All certificates and documents will be sent directly to you by post immediately following the registration of your LLP. It will take just 5 minutes to complete the online registration form, then your LLP could be up and running within 4-6 working days.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. LLP Pliers Seal - £20.00. 2. Domain Name Registration for two years - £16.00. 3. Provision of a Registered Office Address for 12 months - £50.00. 4. Provision of a Nominee Designated Member for 12 months - £125.00. 5. Certificate of Good Standing - £35.00. 6. Notarisation & Apostille of Documents.
6. Be prepared for the new rules of income and profit recognition for professional service firms, and for the likely tax charge when you implement them.
7. Beware of pension and annuity obligations - they can seriously damage your partners' wealth!
8. Agree with your bank on how your current credit facilities will be provided to the LLP going forward.
9. Document the transfer of banking facilities from the firm to the LLP in a Novation Agreement.
10. Provide the bank with a new mandate, supply enough information to enable them to undertake Know Your Customer (KYC) on the LLP as a new customer, and specify any operational banking requirements (e.g. a new signatory style on cheque books).
There is also a greater degree of flexibility in an LLP, for example the ability to separate out different rights. An individual being made a member, or a retiring member, might also be given rights to a fixed level of income only, leaving the founders with the majority of voting rights and rights to assets on winding up. The members of an LLP are free to agree amongst themselves the relationship between them, rather as partners do in traditional partnership.
The LLP itself is a separate legal entity and is therefore able to enter into contracts and hold property and the LLP is able to continue in existence independent of changes in membership. It is important is ensure that any agreement between members addresses the issue of LLP management and particular duties and responsibilities of members. You May Use This Form to Register a New Limited Liability Partnership: Click Here if You Want to Form a LLP Online
UK LLP Formation Packages:
ECONOMY formation package* for just £125.00 (with no hidden costs! Our fees for our LLP incorporation package are £125.00 and include the following items: LLP registration, Companies House filing fees, bound copy of the completed LLP Agreement. Coddan specialising in incorporation of Limited Liability Partnerships in England, Wales, Scotland and in Northern Ireland. Our incorporation service which ENABLES YOU TO APPOINT YOUR OWN members and registered office details straight away. Your LLP is then submitted for registration with your choices as the original LLP officers. (Note: All partnerships are formed with your own details from the time of incorporation; we do not use nominees as some agents do. We do not register partnerships which have sensitive words free of charge.)
The Economy Package is ideal for small and medium businesses and for customers who have their own address in the UK, and who have at least two partners appointed as LLP members.
Preparation and Filing of the Form LLP2 with the Companies House Laminated Certificate of Incorporation Coddan's Standard Partnership Agreement
Upon the formation of your Limited Liability Partnership, the following documents will be sent to you by Royal Mail: a laminated copy of the Certificate of Incorporation of your LLP, a hard bound copy of the Partnership Agreement of your Limited Liability Partnership, a hard bound copy of the Minutes
U.K. LLP
LLP Incorporation & Disclosure
£ 125.00
This is our most popular package with UK residents, and includes:
The filing and registration of your LLP
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Preparation and Filing of the Form LLP2 with the Companies House