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.
STARTING A LIMITED LIABILITY PARTNERSHIP. ORGANIZING A UK LLP: STEPS TO START A GREAT BRITAIN LLP, REGISTERING LLP IN ENGLAND - FORMING LLP IN THE UNITED KINGDOM
The LLP will be 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. The business is controlled by the designated members (who have a similar responsibility to a directors /secretary of a Ltd Company) and the members. An LLP is formed by two or more persons carrying on a lawful business with a view to profit and subscribing to the incorporation document LLP2. 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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We will guide you through the process of registering your limited liability partnership and establishing your registered identity. Complete and submit application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan CPM LTD to register your proposed UK LLP within five business days. We will express mail your LLP documents to the mailing address you specify in your incorporation order. If you have questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318. How to Become an LLP Partnership:Click Here for More Details
Where business owners have wanted to limit their personal liability in the past, they have normally set up companies and any profits made by those companies are subject to corporation tax. Dividends paid by the companies can then be taken as income of the shareholders. LLPs are taxed quite differently in that the profits are treated as the personal income of the members as if they had run their business as a partnership. The taxation of companies and partnerships is very different but taxation should not be the main consideration in choosing a business vehicle. However, we would be very pleased to discuss the impact of this in any particular case.
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. You May Use This Online Order Form to Establish a New LLP:Economy LLP Registration Package - £125.00 | LLP Advantages and Benefits
Live Help: Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours, our business center will be closed. When you click on the button, you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
UNITED KINGDOM LIMITED LIABILITY PARTNERSHIP ADVANTAGES & DISADVANTAGES
British Limited Liability Partnerships (LLP) 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. It has both corporate and partnership characteristics. Despite the advantages of a Partnership the unlimited nature of partners liability in an increasingly litigious world has prompted the arrival of Limited Liability Partnerships.
The LLP is a type of business vehicle which is new to the United Kingdom, although it is well established in the USA and has been available under legislation in Jersey since 1996.
The genesis of the LLP Act lies in the 1990s. During that decade, the increasing incidence and scale of actions against professional advisers for liability in respect of financial loss to stakeholders became a matter of acute concern. Audit firms in particular came to feel highly exposed, for two reasons.
First, since aggrieved creditors or investors of a failed company may seek redress against the company's directors or its auditors, it was felt by many in the audit profession that they, who are likely to carry substantial professional indemnity insurance, were being specifically targeted by litigants regardless of the level of their fault for the loss claimed. The cost to firms of defending actions rose sharply in the decade as did the cost of insurance. Second, under English and Scottish partnership law, each partner is jointly and severally responsible for the liabilities of the firm.
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.
In the light of the increasing level of risk, it became harder for many in the larger firms to reconcile their firms' increasing size and specialization with the traditional partnership structure, in which all partners are agents of each other. Many felt that to require each partner in a large, highly specialised firm to accept unlimited financial responsibility for the actions of his or her partners had become an unrealistic proposition. It was speculated that, given the huge sums which were increasingly involved in negligence claims, the continuing exposure of partners to joint and several liability could deter the most talented young accountants from entering the audit profession. Were this fear to be realised, it could, in the long term, damage the quality of UK auditing and, in turn, the whole of the financial services sector.
Towards the end of 1996, the then President of the Board of Trade, following concerted lobbying by large audit firms, committed the government to bringing in a law to establish the LLP as a means of addressing these concerns. On the change of government in May 1997, the incoming Labour administration adopted this plan and the work on drafting LLP legislation continued without interruption. There has been extensive consultation with interested parties during the drafting process. The most important change which resulted from the consultation was to abandon the government's original plan to restrict access to the LLP structure to large, regulated, professional firms.
The presumption behind this proposed restriction was that, since it was the large, professional firms that had lobbied hard for the creation of the LLP, only firms in that sector needed to be considered as possible adopters of the new vehicle. It soon became apparent, however, that it would be unfair and restrictive to limit access to the new legal entity to firms with more than twenty partners and firms that conducted a particular line of business. It was, accordingly, agreed that the right to set up an LLP should be extended to firms of all sizes and which carried on business of any lawful type.
An LLP is a corporate entity with its own separate and distinct legal existence, like a company. It is the LLP, which enters into legal agreements, not the individual members. For taxation purposes, the members (and not the LLP) are treated as if they were carrying-on the business personally and taxed as self-employed. They are also treated as owning the assets of the business personally. An Limited Liability Partnership may be formed by two or more persons (individuals or companies, and not necessarily United Kingdom resident) to carry-on a trade or business.
To form an LLP, the partners have to file an incorporation document at Companies House. The owners and managers of an LLP are the same. The LLP management structure and relationship between the partners are a matter for agreement between them and may be recorded in a separate LLP Agreement, similar to a Partnership Agreement.
English LLP's Advantages: No personal liability on a member for the LLP's debts and contracts. No joint and several liabilities for the negligence of any member. Members' liability to contribute in a winding-up is limited to the amount they agree to contribute in the event of a winding-up as recorded in the LLP agreement. The Limited Liability Partnership is a registered United Kingdom entity, which obtains a Certificate of Incorporation and a registration number from the Registrar of England and Wales or Scotland.
A Limited Liability Partnership registered in the Great Britain is not itself liable to UK tax (unlike a limited company). If any partner is non-United Kingdom resident, then non-UK source income of the partnership is not taxable in the United Kingdom. If the management and control of the partnership is situated overseas, and the trade is carried on abroad, UK resident but non-domiciled partners will likewise not be liable to United Kingdom tax on partnership profits. United Kingdom Limited Liability Partnership has fewer compliance and disclosure requirements than UK companies.
UK LLP's Disadvantages: Disclosure: information (in particular accounts and an auditors' report) must be filed with the Registrar of Companies and becomes public. Regulation: auditing and filing requirements.
The key advantage of a LLP compared with a traditional partnership is that the members of the United Kingdom Limited Liability Partnership (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. Of course anyone lending money to the LLP such as a bank may still require personal guarantees from the members, as they frequently do with shareholders in a company.
Where business owners have wanted to limit their personal liability in the past, they have normally set up companies and any profits made by those companies are subject to corporation tax. Dividends paid by the companies can then be taken as income of the shareholders. LLPs are taxed quite differently in that the profits are treated as the personal income of the members as if they had run their business as a partnership. The taxation of companies and partnerships is very different but taxation should not be the main consideration in choosing a business vehicle.
English Limited Liability Partnerships will produce and publish financial accounts with a similar level of detail to a similar sized limited company and will have to 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 some specific accounting rules may lead to different profits from those of a normal partnership.
UK LIMITED LIABILITY PARTNERSHIP CORPORATE CHARACTERISTICS
Corporate characteristics: an LLP is a body corporate, a legal entity in it's own right with it's own assts and liabilities, separate from its members. LLP members have limited liability in the same way that shareholders have in limited liability companies. Contractual arrangements bind the LLP not the members, and in the event of negligence or other torts by other members (or employees) are not jointly or directly liable. Members may be liable for their own negligence or other torts like company directors if claimants can show they entered into arrangements relying personally on the member as well as the LLP.
Suitably worded engagement letters may be able to control such exposure. Third Parties can assume members are authorised to act on behalf of the LLP and a member is still a member unless the third party has had notice or notice been delivered to the Registrar. Floating charges can be created on the LLP. LLPs must file accounts at Companies House showing a "true and fair view" according to generally accepted accounting standards. No restriction on partner numbers.
1. LLP Members (Partners) may be residents outside the United Kingdom. 2. You must appoint a minimum of two Members (Partners). 3. Members may reside anywhere in the world and may be bodies corporate registered in the UK or elsewhere. 4. The liability of the members of the UK LLP is limited to any agreed capital contribution. No minimum capital contribution is prescribed so this could be zero. 5. The business is controlled by the 'Designated Members' (who have a similar responsibility to a directors and secretary of a Limited Company) and the 'Members'. 6. The LLP act confers the same tax transparency as partnerships. Members are considered as self employed for tax purposes. LLPs do not pay Corporation Tax. 7. You have to register with Companies House, the method is similar to registering a Limited Company. 8. As a separate legal entity, LLP's may own property, sue, and be sued in LLP's name. 9. 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. 10. The types of business that LLPs were originally designed for were professional partnerships such as lawyers, surveyors and accountants. However other businesses may also benefit from using LLPs, particularly new start-ups who might otherwise have formed limited companies.
The provisions of the Companies Act 1985 and the Insolvency Act apply to LLPs in the same way as for companies. For instance, the rules concerning fraudulent and wrongful trading, disqualification of directors and insolvency and winding-up procedures.
LLP is not a Partnership: A LLP is a new species of company, with 'members' and a constitution. The LLP is registered at Companies House like a company, owns assets and contracts with the outside world in its own right.
But there are numerous differences between a LLP and a Companies Act company. It is not bound by the wide range of management requirements, arrangements for meetings, voting rights and so on which apply to a company: the members can draft a constitution which is simpler and suits the way the business actually works. LLPs are not obliged to have directors and all members can take part in management unless they agree otherwise. Like a partnership, all members are agents of the LLP and when a member leaves a simple notice filed at Companies House it is notice to all the world that he or she is no longer a member.
LLPs are obliged to file returns and at least one member has to be 'designated' as the person responsible for the filing requirements - like a company secretary. As with companies, LLPs have to file accounts, which must be audited, subject to the same exemptions as apply to small companies and disclosure has to include the amount of profits attributable to the highest paid member and the home addresses of members. There have been some concerns expressed at these last two requirements.
WHICH FORM OF BUSINESS-ENTITY TO CHOOSE?
The decision as to the form of business is very important. It can be costly and time consuming to change the form of a business once it is established. The decision should be incorporated in any business plan. Factors which are relevant in making the final decision include:
Limited Liability: If the business itself is a high risk business which may give rise to expensive legal action, e.g. the building trade, limiting the liability of the persons involved in it may be important, and a limited company the most appropriate form of business.
Size: The estimated level of turnover will be one important factor in determining the most tax efficient form of business.
Outside and Inside Investors: The nature of investment in the business is another factor to be considered. If there is to be an outside investor then a limited company may be best. If the people carrying on the business are also the investors in the business, then a partnership may be more appropriate.
LIMITED LIABILITY PARTNERSHIP' MEMBERS
The "members" of the LLP are the individual persons through whom the LLP operates. The term as it is used in the context of LLPs should not be confused with its meaning in the context of limited companies, since the member of an LLP will invariably have management as well as ownership rights. The legislation does not give a great deal of guidance as to the overall legal responsibilities and duties of members, other than to imply, by virtue of their status as agents of the LLP, that they owe fiduciary duties to it. The full extent of member' duties will, inevitably, fall to be clarified by the courts.
In relation to the specific areas of wrongful trading and clawback of withdrawals, referred to below, it is provided that the courts are required to assess a member's conduct in the light of the knowledge, skill and experience that may reasonably be expected of a person occupying that role. In the circumstances of these provisions at least, members will be expected to act in accordance with a legal benchmark of skill and care. The main issues associated with membership are as follows.
Appointment of Members: The first members of the LLP (as already stated there must be at least two of them and they may be individuals or corporate bodies) are those who are listed in the incorporation document as being its first members. Thereafter, the circumstances in which persons may become (and cease to be) members are left to be decided by the internal rules of the firm.
A member may cease to be a member in accordance with an agreement made with the other members or, in the absence of any agreement on the procedure to follow in this regard, by giving reasonable notice to the other members. Where persons either become or cease to be members, notification must be made to the Registrar within 14 days. Details of changes in the name or address of a member will need to be filed within 28 days.
Status of Members: The members of the LLP are, broadly, the equivalent of the partners in a partnership and the owner/managers of a limited company. Whereas partners in a partnership are (under English law) the agents of each other, members of an LLP are, expressly, agents of the LLP (s6 LLP Act). The members have a financial stake in the firm and, in the absence of contrary agreement, a right to participate in its management. Since the LLP, unlike the English partnership, has legal personality, it can and does act as a principal in agency terms.
Each member of the LLP can, therefore, bind the firm. Under s. 6(2) of the LLP Act, however, the LLP will not be bound by the actions of a member if that member has no authority to act for the LLP in the respect concerned and the person they deal with either knows that they lack such authority or does not know or believe them to be a member of the LLP.
As far as third parties dealing with an LLP are concerned, a person who has ceased to be a member is regarded as still being a member unless the third party has had notice of such cessation or due notice of the member's cessation has been delivered to the Registrar as required. Thus, departing members should, in their own interests, make sure that proper notice is given. s.4(4) of the LLP Act provides that a member shall not be regarded as being an "employee" of the LLP unless, in the case of a converting partnership, he or she was regarded as being an employee of that partnership. The intention of this appears to be to ensure that a salaried partner of a partnership which converts to LLP status may continue to be deemed to be an employee.
Designated Members: The term "designated member" is introduced by the Act to indicate the persons within the LLP who are to assume responsibility for certain statutory compliance functions on behalf of the firm. Designated members are responsible under the Act for putting their names to and/or filing a range of statutory documents, such as the annual accounts, the annual return and details of changes in membership. In this, their role will be comparable to functions carried out by the directors and secretary of a limited company. There must be at least two designated members in each firm: if the number falls below two, every member is deemed to be a designated member.
Where an LLP fails to comply with a specific obligation, in most cases both the LLP and its designated members will have committed an offence. Each LLP must, on incorporation, indicate which of its members is to hold the post of "designated member" (or state that every member is to be a "designated member"). Where individual members are specified at the outset, others may become designated members at any time by agreement with the other members. Details of resignations and appointments of designated members are required to be notified to the Registrar in an approved format within 14 days. (This does not apply where the LLP has declare
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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