Limited Liability Partnership
A limited liability partnership is a new form of legal business entity with limited liability. The main advantage of an 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 in much the same way as shareholders in a company have always been able to do. Though an LLP provides limited liability for its members it allows complete flexibility for the internal structure of the organisation.

An LLP is taxed as a partnership rather than a company, this means that an LLP itself will not be liable for taxation on profits or gains. The profits or gains of the partnership will be assessed to tax separately on the individual partners.

An LLP can be used as the structure for any lawful business carried on by two or more persons with a view to profit. 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. The LLP may have decided that all members will be designated members or that only some members will be designated members. If membership falls to only one member and the LLP continues to carry on business for more than 6 months, then the benefits of limited liability are lost.

Designated members have the same rights and duties towards the limited liability partnership as any other member. These mutual rights and duties are governed by the limited liability partnership agreement and the general law. However, the law also places extra responsibilities on designated members such as appointing an auditor (if one is needed), signing the accounts on behalf of the members and so on. For more information please visit Companies House web site.

Every LLP must paint or affix its name on the outside of every office or place in which its business is carried on - even if it is a member's home. The name must be kept painted or affixed and it must be both conspicuous and legible. An LLP also must state its name, in legible lettering, on its business stationery, all its notices and other official publications.

An LLP must deliver an annual return to Companies House at least once every 12 months.

LLP Members Agreement

Though a Members Agreement is not compulsory when incorporating a Limited Liability Partnership we would strongly recommend that one be prepared either before or after incorporation. Because an LLP does not file a memorandum of Association or articles of Association, the Members Agreement acts as the LLP's Constitution. The content of the Members Agreement is crucial to the control of the activities of the members. We can assist you with preparation of a flexible Members Agreement, making any modifications you request to meet your business needs.

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