apollo

UK Limited Liability Partnership

Introduction

A Limited Liability Partnership (LLP) is a relatively new legal entity that came into existence in April 2001. The characteristic of an LLP is that it has the organisational flexibility of a partnership, but in many other respects is very similar to a private limited company. Furthermore, an LLP is outside the scope of corporation tax and is taxed on the same basis as a partnership. This is an overview of the initial compliance requirements for an LLP and deals with both pre-incorporation matters and post incorporation issues. If you have any specific issues which are not answered by this material please feel free to contact our office for advice.

Registered Office

In parallel with the requirements emposed on private companies, the registered office of an LLP will be where the Registrar sends all letters and reminders.The registered office must be the same country that your LLP is registered with (e.g. an LLP registered in Scotland must have a registered address in Scotland) and must be an effective address for the delivery of documents. Companies House will check the proposed registered office address from the Post Office records. P.O. Box numbers are not permitted. A change of registered office post incorporation can be notified to Companies House on Form LLP287.

Members and designated members

An LLP can have two types of members. Designated members have additional responsibilities, and in particular are responsible for:

  • Registering the LLP for Self Assessment with HMRC
  • Registering the LLP for VAT if you expext your business's sales to be more than £81,000 a year
  • Appointing an auditor (if one is needed)
  • Signing the accounts on behalf of the members
  • Preparing, singning and sending annual accounts to the Companies House
  • Delivering the accounts to the Registrar
  • Keeping Companies House notified of the registered office address and any changes thereof
  • Preparing, signing and delivering the Annual Return
  • Acting on behalf of the LLP in the event of winding up or dissolution

The designated members are legally accountable for these responsibilities A member may become a designated member at any time with the agreement of the other members. The rights and duties of all members (whether designated or not) towards the LLP are the same.

Restrictions on choice of LLP name

All limited liability partnerships must end with the words "Limited Liability Partnership" or their abbreviations or Welsh equivalents (Partneriaeth Atebolrwydd Cyfyngedig). Otherwise the rules for choice of name are similar to that of companies, meaning that the name may not be identical or "too close" to a name already on the Register. As LLP names are compared against existing company names, the name cannot be the same as or "too like" any existing company name.

Moreover, there are general restrictions on certain types of names such as:

  • restrictions on the use of certain words in the name and names that could imply a connection with a government department or public body
  • inappropriate and misleading use of a name ending, e.g. “limited” at the end of the name. If the LLP is trading there are rules to prevent the use of names that could mislead the public 

Publication of an LLP name

The requirements for publication of the LLP name are very similar to those for a private company. The LLP name must be painted or affixed in a conspicuous or legible manner outside every place of business in the UK.

The LLP must also state its name, legibly, on the following:

  • All business letters
  • All notices and other official publications
  • All bills of exchange, promissory notes, endorsements, cheques and other orders for money or goods signed by, or on behalf of, the LLP
  • All invoices and letters of credit

In addition, all business letters and order forms must show in legible lettering:

  • The place of registration and the registered number
  • The fact that the business is an LLP
  • The address of the registered office

Annual returns and accounts

The first accounts of an LLP must be delivered within 10 months of the accounting reference period. If that period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is the longer. The accounting reference date defaults to the end of the month following the anniversary of incorporation unless Form LLP225 is filed altering the accounting period. The Annual Return must be filed every 12 months. A shuttle return is normally provided and the return must be filed within 28 days of the date to which it is made up.

Features

General
Type of entity: LLP
Type of law: Common
Shelf company availability: Yes
Our time to establish a new company: 1-7 days
Minimum government fees (excluding taxation): Not Applicable
Corporate taxation: Fiscally Transparent
Double taxation treaty access: No
Share capital or equivalent
Standard currency: Not Applicable
Permitted currencies: Not Applicable
Minimum paid up: Not Applicable
Usual authorised: Not Applicable
Directors or Managers
Minimum number: Not Applicable
Local required: Not Applicable
Publicly accessible records: Not Applicable
Location of meetings: Not Applicable
Members
Minimum number of Designated Members: 2 must be responsible for the affairs of the LLP
Publicly accessible records: Yes
Location of meetings: Anywhere
Company Secretary
Required: Not Applicable
Local or qualified: Not Applicable

 

Accounts
Requirement to prepare: Yes
Audit requirements: Yes
Requirement to file accounts: Yes
Publicly accessible accounts: Yes
Other
Requirementc to file annual return: Yes
Change in domicile permitted: No
 

 

Step 1 - Approve the name

You may not be able to have the LLP name that you want if your proposed name is the ‘same as’ that of another LLP or other body already on the registrar’s index of names. There is an exception to this if an existing LLP or company is in the same group as your LLP and consents to the use of your proposed LLP name.

The name check can be done through the registrar’s index of names by using the WebCHeck service.

Mandatory words

All limited liability partnerships must end with the words "Limited Liability partnership" or their abbreviations or Welsh equivalents (Partneriaeth Atebolrwydd Cyfyngedig).

Language of the name

Names may be expressed in any language using the Latin alphabet. 

Step 2 – State corporate features of your future company

You can either fill in the Instruction form or simply send us the details:

Geography of LLP and proposed business

Please provide the name of the country of incorporation (e.g. England and Wales)

Please provide detailed information about where the LLP will trade and/or invest. List regions and countries.

Purpose of LLP

To assess your application, we need detailed information about what the LLP will be used for. Please list activities, goods to be traded, trading parties if known, nature of investments and services to be provided.

Members

Please provide details of who will be the beneficial owner(s), designated members or member(s) of the LLP. Every LLP must have at least two, formally appointed designated members at all times. If there are fewer than two designated members, then every member is deemed to be a designated member.If you wish, Apollo can provide you with Designated Members / Members for your LLP. 

Step 3 – We register your company with the features of your choice

Certificate of Incorporation is issued within one day as of the time the documents are lodged. The registration documents are shipped to our head office where your order is finalized and any additional documents are prepared. 

The documents which will be included in the basic corporate set are as follows:

  • Certificate of Incorporation;
  • Standard Limited Liability Partnership (LLP) Agreement;
  • First Minutes of the Members; Membership Certificates;
  • Register of Members of the LLP.

Incorporation Fee / Incorporation Fee (urgent)

£900 / £1000

TOTAL (1st year)

£900 / £1000

Annual costs

Annual Fee

£900

Filing of Annual Returns

£400

TOTAL per annum from 2nd year from

£1300

Others

1.Apostille / Apostille (urgent)

£250 / £350

2.Additional Power of attorney (APOLLO provides the nominee)

$100

3.Director (including General Power of Attorney)

$350

4.Nominee Shareholder

$350

5.Tax Letter

£200

6.Issuing of Share Certificate

£10

7.Company Seal

£100

8.Certificate of Good Standing

£250

9.Changing company name

£300

10.Restructuring

£400

11.Registered Address

£400

12.UK Address with Secretarial Services

From £600

13.Courier Dispatch

£105

14.Dormant Accounts

£400

15.Audit

From £1000

16.Amendment of M&AA

£400

17.Signing documents by Director

$25

* Please note that prices are reduced and are negotiable for professional clients seeking volume purchasing. Contact the Seychelles head office for further details. 

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  • Do I need to register for VAT?
    Yes, if your sales of taxable supplies were more than £68,000 in the last 12 months. Taxable supplies are any goods and services that are subject to VAT at any rate, including zero rate.
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