UK Limited Liability Partnership (LLP) Formation

United Kingdom LLP Incorporation

UK LLP Product Packages

Includes:

1. Government Registration Fee (First year)
2. Registered Office Address (First year)
3. Registered Agent Services (First year)
4. Company Secretarial Maintenance
5. Certificate of Organisation
6. Articles of Organisation
7. Minutes of First Organisers Meeting
8. Ownership Certificates
9. Register of Members
10. FREE Phone and/or email consultations

UK LLP Requirements

To register a UK LLP an individual or corporate entity must:

• Fill out and complete an LLP2 form
• Pay a registration fee
• Chose a name for the LLP
• Address of the registered office
• The names, address, and details of each member of the LLP
• Names and details of beneficial owners (which are kept confidential)
• A compliance statement confirming that the LLP is being established to conduct lawful activities with a view to create a profit

Limited Liability Partnership Agreement

A Company Agreement is recommended though not required and need be submitted to the Companies House. The Agreement would outline the powers and rules regulating the LPP, detailing such powers rather than incorporating an LLP with default provisions that might not be aligned with the interest of the LLP. Such issues to be delineated might include: the activities of the LLP; the method for appointing and nominating designated members; division of profits; and outline of the duties of members.

UK Taxation of an LLP

A United Kingdom LLP, whose members are not a resident of the UK and do not carry business within the UK, are not liable to pay any local UK taxes. A LLP is not considered to be a separate entity for taxation purposes and thus are not subjected to taxes. A LLP is treated as a partnership in that each member is liable to pay his/her own income tax based on the share of the profits. Members only need to pay taxes within the country of their residence. Members of an LLP are only liable to pay income tax upon the earnings made within the UK.

UK VAT for an LLP

A UK LLP needs to make an application to the Customs and Excise Office in regards to registering for the UK VAT. If the Company makes more than GBP 81,000 that is derived from local earnings, then the company must register for the UK VAT.

Corporate Details: UK Limited Liability Partnership

Anonymity, Confidentiality and Disclosure

All accounts are made publically available. All names and details concerning the members are made available to the public; however, there is no requirement to submit beneficial details. Nominee services can be used in order to ensure confidentiality and anonymity. An audit of accounts is also required, though a LLP may apply for a company exemption if it is considered a ‘small’ business.

Members

Individuals and Companies who form part of an LLP are called members. There is a minimum of two members who must both put in some equity—minimum GBP 1. There is no maximum amount for any member of a Limited Partnership company.

Designated members are also considered to be the ‘owners’ of the LLP. The LLP must have at least two designated members who are responsible for the management of the LLP and who will deal with the documents required by the Companies House.

If the Companies House is not notified as to the names of its designated members, then all members would be considered designated members. The designation and holding of such positions may be transferred between members through a Companies House application. The designated members are responsible for:

• Appointing an auditor (if needed, as there is a small business audit exemption)
• Sending the financial accounts, notifying of any membership or address changes to the Register
• Preparing, signing and delivering accounts and annual return (Form LLP363) to the Register

Trading Restrictions

A Limited Liability Partnership UK is restricted in trading or conducting business in banking, insurance, financial services, and consumer credit services.

Principal Corporate Legislation

A UK Limited Partnership is governed by the Limited Liability Partnership Act 2000 and its taxation is governed by the Income and Corporation Taxes Act 1988

Type of Law

English Common Law

Powers of the Company

An UK Limited Partnership has the same powers as a natural person. A Limited Liability Partnership company has a separate legal entity that is independent from that of its members.

Language of legislation and Corporate Documents

All corporate documents must be in English

Registered Office required

Yes, a UK LLP must have a registered office

Audit Requirements

UK LLPs are required to submit audited accounts, though companies earning less than GBP 5.6 million can apply for an audit exemption

Annual Reporting

All UK LLPs must file and annual return and annual accounts to the UK Inland Revenue every year no matter if a company has traded or not. The LLP must prepare and submit a summary of its current member together with the filing fee.

Financial Statements required

All UK companies must make appropriate records of accounts and must be filed with the Register of Companies and the Inland Revenue. Designated LLP members must sign the accounts. UK LLP’s annual accounting reference date will be the last day of the month in which the company was incorporated. There are some provisions that exist where small LLP’s may submit abridged accounts and need not submit full accounting records.

Shelf Companies available

Yes

Time required to form offshore company

1-2 days

Name Restrictions

An UK LLP must not use any name that is already in use, that is similar to, or that is considered to be offensive or suggests patronage to the Royal Family or the UK Government. Also, the following names are restricted or require a special licence to use words such as: assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university, etc.

Language of Name

The Company name may be in any language, but must have a certified English translation.

Names of Company Requiring a Special Licence or Permission

An UK LLP must seek approval or a licence if it is seeking to conduct business activities in financial or banking services. Names that include the following words require a special licence: assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university, etc.

Permitted Limited Liability Suffixes

Limited Liability Partnership or LLP

Access to Double Tax Treaties

The UK is a member of many Double Taxation Treaties (DTT), however access to the treaty benefits is dependent upon the residence of its members. Individual members whose residence is in a European Economic Area country that has signed a DTT with the UK may be eligible for the benefit.

Government Annual Fee

None

UK Limited Liability Company Formation with Offshore-Protection.com

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