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| 1. LLP subscribers may be residents outside the UK.
2. You must appoint a minimum of 2 Members (Partners).
3. Members can be corporate bodies or private individuals.
4. A Member can be of any nationality.
5. They have legal identities separate from its members.
6. Individual members are almost totally protected against liability.
7. Management, distribution, etc., are governed by the partnership agreement.
8. A British LLP must have at least two designated members.
9. You have to register with Companies House, the method is similar to registering a company.
10. LLP can buy and sell property in the name of the organisation.
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- DEAR VISITORS, Welcome to Coddan online UK Limited Liability Partnership (LLP) formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the UK jurisdiction and the powers granted to UK LLPs. 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 to incorporate your proposed LLP within five business days. We will express mail your LLP documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of UK LLP formation packages, offered by Coddan and to find above, what kind of service is included in this or that LLP creation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the LLP incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-companies-formations.co.uk) are in Great British pounds.
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 absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 Coddan Offers Online UK LLP Formations From - £160.00
United Kingdom Limited Liability Partnerships are the result of longstanding political pressure to give a measure of limited liability to partnerships, especially professional partnerships. Faced with the threat of professional companies moving offshore to take advantage of a Jersey limited partnership, the Government had to act. The result was the Limited Liability Partnerships Act 2000. The Andersen crisis illustrates the problem for professionals and it is no coincidence that large accountancy firms such as Ernst & Young have been among the first to convert.
A British LLP gives the benefits of limited liability in that it can protect your existing personal assets, while giving many of the tax advantages of a sole trader partnership. LLP's are similar to companies in the respect that they will be required to provide financial information equivalent to that of companies, including the filing of annual accounts. While an LLP must file an informational tax return, its income is passed through to its partners and taxed at the individual partner level, without any income tax assessment at the LLP entity level.
The LLP will be a separate legal entity and while the English or Scottish LLP itself will be liable for the full extent of its assets the liability of the members will be limited. Under certain circumstances, however, claims for economic loss could be made against individual members who have been negligent. Any such claim would be a civil action outside the contract, as the party would have contracted with the LLP. An LLP comprises members and designated members, full details of which must be filed at Companies House. An LLP must have at least two designated members and the designated members will be responsible for carrying out the duties which would normally be completed by a director or company secretary of a limited company, for example filing any necessary paperwork at Companies House. Designated members can be subject to financial or other penalties if they default in their duties.
Members of an LLP are afforded the protection of limited liability. There are two notable exceptions to this protection: Insolvency. In the event of the LLP becoming insolvent, members can be required to repay profits (with interest) and other property which has been withdrawn from the LLP within the preceding two years. Such repayment can only be sought if the member knew or ought to have realised that there was no real prospect of the LLP avoiding insolvent liquidation. This test encompasses a subjective and an objective test element and has regard to the member's actual knowledge and belief and the knowledge and belief which would be expected of a similar person carrying on the same function of that member. Personal fault. If an individual member is purported to have been negligent, it may be possible to bring a civil negligence action against that individual. However, the courts have indicated that they would have regard to whether the allegedly negligent advice was given in a personal capacity or whether the LLP assumed responsibility for the advice. The profits of the business of an LLP will be taxed as if the business were carried on by partners in partnership, rather than by a body corporate. This ensures that the commercial choice between using an LLP or a partnership is a tax neutral one.
The taxation clauses in the UK LLP Act are expressed in broad terms so that the existing rules for partnerships and partners will, in general, simply apply to LLPs, and members of LLPs, which are carrying on businesses, as if these were partnerships and partners respectively.
The transfer of an existing business to an LLP will only be treated for tax purposes as giving rise to a cessation of the business of the partnership which is making the transfer if in otherwise identical circumstances a transfer between one partnership and another would do so.
The transfer of assets between a partnership and an LLP will only give rise to chargeable gain or capital allowance consequences if, in otherwise identical circumstances, a transfer of assets between one partnership and another would so do.
Similarly, Inland Revenue Statements of Practice and Extra Statutory Concessions will apply to UK LLPs and members of LLPs as they apply to partnerships and to partners.
Administrative set up. Limited liability comes at a price: the LLP's annual accounts are in the public domain. LLP's have to provide financial information to Companies House and have to file audited annual accounts which are similar to those of a limited company. The name and profit share of the highest paid member must be included within the filed accounts.
Similar to a conventional partnership arrangement, the agreement between members of an LLP remains private. This is in contrast to the Articles of Association of a limited company which must be filed at Companies House and are on the public record. The management of an LLP and the relationship between the partners is more flexible than that of a limited company. Whereas a limited company incorporates the statutory management controls imposed by the Companies Acts and other legislation, an LLP can be managed in almost any way that the members wish.
British LLP's and their members are not covered by partnership law (implied by statute and common law) as its applicability is expressly excluded by the LLPA 2000. This means that a Limited Liability Partnership agreement will usually be longer than a similar conventional partnership agreement because it must cover matters which may otherwise be incorporated into the agreement by statute or common law. It is possible for a LLP to exist without any written agreement as the LLPA 2000 will impart very rudimentary provisions into the arrangement. However, these minimum provisions will be unsatisfactory for most businesses.
Stamp duty relief on conversion. A partnership which converts to an LLP will be eligible for stamp duty relief on property which is transferred within the first 12 months of incorporation provided that: all of the partners in the existing partnership convert to the LLP; the interest of the original partners in the partnership property is the same under the LLP as under the pre-LLP partnership.
Coddan offers Limited Liability Partnership registration and formation services, including free partnership name check, LLP' secretarial and nominee designated members services. We have assisted thousands of companies around the world establish and maintain their new or existing business formations. When you're ready to incorporate a company or a Limited Liability Partnership, you can even take advantage of our online services to start the whole process online twenty-four hours a day, seven days a week.
When you place an order with us, we receive only your order information - the titles you have selected, quantity, total cost and shipping information. Your credit card data is sent to our credit processors secure server and processed there. We never see your credit card numbers or expiration date.
We can offer you the choice of three UK LLP formation packages to suit your practice requirements and to fit your budget. We do not cut costs on expertise and quality but still maintain a cost effective pricing structure. We can help you, if you need a Limited Liability Partnership (LLP) or limited company. Our English and Scottish LLP incorporation packages start at just £160.00.
We provide one of the highest rated LLP incorporation services to our clients around the world, particularly for UK residents. Our expertise ranges from local to international affairs, thus giving our clients an edge over others in accessing the international market. We provide complete limited liability partnership formation solutions for new and existing businesses, including legal affairs pertaining to their business, whatever the intended form or mode of operation.
We believe that all our clients deserve the best service we can offer, so unlike most other company formation agents, we offer just one level of service - the best! We are not the cheapest provider of company formations but we do provide excellent value for money at affordable prices, without cutting corners and with no hidden extras.
Economy UK LLP Formation Package - £160.00. The LLP' formation process normally takes 4-6 working days (subject to Companies House) in the name you choose (where possible). Our packages are designed to give you everything you need at little cost. If you do not see what you are looking for call us and we will endeavour to solve your problem. Form LLP2 is sent to you for signature by all the initial members with guidance notes on the completion of the form. This form should then be returned to us as soon as possible. Otherwise, to fasten up process, you can appoint us as your designated partners to deal with all matters relating the incorporation of your - a draft will be sent to you, so that you may return it back to us by email, as attachment.
A Limited Liability Partnership must have at least two members. If membership falls to only one member and the Limited Liability Partnership continues to carry on business for more than 6 months, then the benefits of limited liability are lost. If necessary we can provide you with a nominee designated member to fulfil this requirement. Nominee designated partners - the designated partners are responsible for the LLP's statutory filing obligations with the Registrar of Companies.
Documents we send you via Royal Mail for the Economy Formation Package are: Laminated Certificate of Incorporation, printed LLP Agreement (ready for your signature). Price includes filing fee of £90.00. Additional services are available.
Premier British LLP Creation Package - £235.00. This package includes registered office for 12 months. All UK Limited Liability Partnerships are legally required to have a local registered office address. It is the address of a company to which Companies House letters and reminders will be sent. The registered office address can be anywhere in England and Wales (or Scotland if your LLP is registered there). The registered office address must always be an effective address for delivering documents to the LLP, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. The registered office address cannot be a PO Box; it must be an address where legal papers can be served. The LLP's name should also be displayed outside of the premises. You may want to consider the benefits of using our registered office address as detailed below.
 | We welcome professionals, professional companies, registered agent networks and
virtual offices networks who are interested in cooperation with us.
Coddan cooperates with the professionals for the purpose of achieving the better
quality of services provided for clients as well as for the purpose of expanding of its activity. |
Users of our registered office service must keep us informed of any change to their forwarding address and telephone, fax or email contact points. If clients' mail is returned undelivered we will be obliged to inform the appropriate authorities of our inability to establish contact with the officers of your LLP. A renewal invoice is issued each year several weeks prior to the renewal date. If payment is not received this service ceases. You must immediately notify us of your new registered office so we can inform Companies House. In the event that a new registered office address is not provided to us we are obliged to inform Companies House of your last known contact details and advise them that your LLP no longer seems to have a qualifying registered office. If they then determine that your company is no longer compliant with the registration requirements for LLP they may decide to delete your company from the Register.
Deluxe English LLP Incorporation Package - £485.00. This package includes registered office and two nominee designated members for 12 months (includes processing Annual Return and General Power of Attorney). If you do not wish to disclose members' names and other personal details for the incorporation, we can provide a nominee designated partners. The incorporation process normally takes 4-6 working days (subject to Companies House) in the name you choose (where possible).
This service has been designed to allow our clients to retain their privacy for legitimate reasons in a world where your personal information can easily be obtained by anyone that knows where to look. This service is not to be used for any illegal purposes.
By appointing our corporate nominee designated partners you can remain anonymous from your LLP, as no personal details will be recorded at Companies House. You will still control the LLP as an authorised representative but it will not be possible to search Companies House records to identify you. You will however still retain full control and ownership of the company through our specialist agreements. The designated partners are responsible for the LLP's statutory filing obligations with the Registrar of Companies (incl. Signed General Power of Attorney). Our annual fee for the appointment of a designated partner for LLP - £120.00, completion of your Partnership's (LLP) Annual Return from £99.00, preparation of Non-Trading/Dormant LLP Accounts from £60.00. UK registered office (address) services. We provide the registered office address for your LLP for the agreed fee, which is renewable annually. Our price includes the costs of forwarding of government mail WITHIN the United Kingdom.
| Description of service | Annual Cost | Prestigious address within Liverpool
Please note Registered Office address is not to be used for general correspondence, our trade mail service is available for this purpose | £75.00
| Prestigious address within London
For UK companies owned by overseas residents it is a legal requirement to have a UK registered address where official government mail can sent | £100.00
| Prestigious address within Edinburgh
If you want to be a Scottish registered company and governed by Scottish law then you will need a registered address in Scotland. We can provide you with a prestigious address in Edinburgh | £100.00
| Prestigious address within Cambridge
Your company's registered office is available for public viewing over the internet free of charge, this can lead to your address being targeted for junk mail! Use our address and we intercept the Junk for you and you retain your privacy, especially useful if you work from home | £100.00
| Prestigious address within Manchester
The registered office address must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. | £100.00
| Nominee Designated Member (Partner)
Our annual fee for the appointment of a designated partner for LLP - | £120.00
| Annual Return
completion of your Partnership's (LLP) Annual Return from - | £99.00
| Non-Trading/Dormant LLP Accounts
preparation of Non-Trading/Dormant LLP Accounts from - | £60.00
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- When to Use a Limited Liability Partnership?
Of all the legislation of the last few years, the creation of Limited Liability Partnerships is one of the most interesting. The essence of a Limited Liability Partnership for practical purposes is as a vehicle to contain a partnership of any size where partners may be at risk from the careless or accidental negligence of a colleague. For example, partners in international accountancy firms would be protected from personal liability if a claim was successfully pursued by a major client. Partners in a construction business would be protected if a new building collapsed, causing high level claims against them.
Other partnerships may be tempted to use a Limited Liability Partnership for the same reason. A Limited Liability Partnership may also be appropriate for a partnership where some partners are not actively involved. They might have once been called "sleeping" partners. This structure will be suitable for a group of people engaging together in a property or finance venture. A Limited Liability Partnership is unlikely to be useful for a small trading company of any sort because a conventional limited company is likely to perform an appropriate role at less cost.
- British Limited Liability Partnership Overview:
On 7 March 2001 the Inland Revenue made an announcement confirming that LLPs will in general, be treated for tax purposes as a business carried on by partners in a partnership, and confirmed the guidance set out in their December Tax Bulletin. The announcement also confirmed that following consultation on the possible alternative uses of LLPs, which was announced in the Pre-Budget Report, legislation would be brought forward to ensure that use of the new structure does not lead to tax loss when used as an alternative to existing business structures.
On 6 April 2001 a new form of corporate business association was introduced into law in the United Kingdom: the Limited Liability Partnership or "LLP". Limited Liability Partnerships are taxed as partnerships but in most other respects they are very similar to companies. THEY MUST HAVE AT LEAST TWO, FORMALLY APPOINTED, DESIGNATED MEMBERS AT ALL TIMES. Designated members are similar to executive directors and the company secretary of a company. If there are fewer than two designated members then every member automatically becomes a designated member.
Designated partner status is central to the legislation and should be followed carefully. A designated member is either an original member, or someone who is notified to the registrar as being a designated member subsequently. The Limited Liability Partnership may give notice to the registrar that every partner, and future partner is, or shall be a designated member. However, a person ceases to be a designated member as soon as he stops being a partner. A designated member is responsible for certain administrative and filing duties and for the filing of accounts as well as other duties in particular circumstances.
Specifically, it is the designated partners who are held liable for the correct filing and recording of the Limited Liability Partnership affairs. It is they too, who will be subject to the criminal penalties of failure to comply. In small partnerships, it is likely that all partners will be designated partners. In any event there must be at least two designated partners. The partners may specify in the incorporation document that every partner is a designated member. If so, then from that time all persons who are from time to time members are designated members. Alternatively the same notification can be made later to the registrar, to the same effect. This saves notifying the registrar of the change when a designated partner leaves or joins the partnership.
A Limited Liability Partnership is a legal entity and a body corporate. That means it has a legal personality separate from that of its members. Like a limited company, a Limited Liability Partnership can do all the things an individual or company can do. It can make contracts, sue or be sued, hold property or become insolvent. By and large, partnership law does not apply to a Limited Liability Partnership, but the arrangements between the partners may closely follow a traditional partnership agreement. A Limited Liability Partnership is not the same as a limited partnership, regulated by the Limited Partnerships Act 1907.
The Limited Liability Partnership's existence as a corporate entity means that the effect of the general law is different in comparison with a partnership. For example, it is anticipated that a third party will usually contract with the Limited Liability Partnership itself rather than with an individual member of the Limited Liability Partnership whereas, in general, a partner contracts as principal and on behalf of the other partners.
Despite the similarity with a limited company, the partners in a Limited Liability Partnership are not employees of the partnership, whereas the directors of a limited company are employees of the company. But beware salaried partners and other hybrid animals. If they would be employee in a partnership, then they are employee in the Limited Liability Partnership.
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.
United Kingdom 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.
Partners in a Limited Liability Partnership are not obliged to enter into a formal partnership agreement. In practice, however, they will almost certainly get together to decide on the structure and regulation of all aspects of their Limited Liability Partnership, in just the same way as prospective partners in a traditional partnership. The agreement they make is then binding on them after the Limited Liability Partnership has been properly registered. The agreement itself is not registrable and so remains confidential. If there is no agreement, or the agreement is silent on an important point, then formal default provisions apply in much the same way as the application of the default provisions of the Partnership Act 1890. The default provisions of the Act are simple and straightforward.
The purpose of the LLP structure is to limit the liability of the members if the LLP proves to be insolvent. LLPs can give security like companies with all that entails, but as with shareholders, the members are liable only to pay the LLP the amount the member agrees to contribute by way of capital or loan - which may be virtually nothing. A member will be personally liable for his own negligence or his own breach of trust and that will make the LLP liable as well, but a member will not be liable for the negligence or breach of trust of one of his partners. This is very similar to the position of company director: his breach of duty may render the company liable, but the shareholders shelter behind the immunity conferred by limited liability.
Members of an insolvent LLP may also have to repay a liquidator some or all of their drawings for the two years preceding liquidation. The liability will only arise if the liquidator applies to court and if the individual member knew or had reasonable grounds for knowing that the LLP was, when he drew the money, insolvent and could not avoid going bust. It has similarities to the potential liability for wrongful trading of company directors, although the risk is likely to be less as all a member can be required to pay is money he has actually drawn, whereas a company director is in the hands of the court, which could order him to compensate the company for losses he caused it to incur by trading on - potentially a much heavier burden.
Setting up a LLP is like setting up a company: they can be off the shelf from the usual formation agents or they can be tailored to the specific requirements of the business. One advantage of the LLP structure is the flexibility it offers to set up management structures, which suit the business. Off the shelf LLPs may not be the best way to achieve those benefits - one size probably will not fit all and we expect it to be more satisfactory to get the constitution right first time, rather than trying to reshape it after the event.
For most professionals however the question will be how to convert from the existing partnership to a new LLP. "Converting" an existing partnership to a LLP is in some ways a misnomer, as it suggests taking an existing entity and changing it. In reality, it will involve setting up a new entity - the LLP - and transferring the business from the old firm to the new LLP.
Tax always has to be considered carefully, but generally the changeover should be tax neutral and a particular advantage is that members will continue to be taxed on schedule E or schedule D as if they had been partners in an old style partnership. Conversion offers the opportunity to reconsider the asset base of the business - do all the old partnership assets have to be transferred to the new LLP? And funding arrangements can be restructured on a more corporate model because a LLP, unlike a partnership, can grant the full range of fixed and floating charge security available to a company. Perhaps most important of all, LLP status offers an improved prospect of business survival should financial difficulties arise, because a financial crisis in the LLP need not drag down the members as well. Much of this short Act is taken with amendments to the Income and Corporation Taxes Act 1988. The profits of the business of a Limited Liability Partnership are taxed as if the business were carried on by partners in partnership, rather than by a body corporate. This ensures that the commercial choice between using a Limited Liability Partnership or a partnership is a tax neutral one. There are fair and foreseeable provisions to restrict set off of losses elsewhere against partnership profits of a partner and other anti-avoidance measures.
The members of a Limited Liability Partnership are charged to Capital Gains Tax in largely the same way as traditional partners in a partnership. Neither the commencement of the Limited Liability Partnership, nor any change of partner is treated as an event-giving rise to a charge to Capital Gains Tax. The Inheritance Tax Act 1984 has been amended to provide that the partners and partnership assets of a Limited Liability Partnership are treated in largely the same way as those of a traditional partnership.
Subject to certain rather complicated exceptions, stamp duty is not chargeable on a transfer of property of any sort into or out of the partnership, provided the transfer does not have the effect of changing the entitlement to the value of that property of the person transferring it. In other words, you can transfer your property to the partnership without stamp duty penalty provided your partnership agreement still entitles you to the value of it or you receive cash to that value.
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£ 125.00
This is our most popular package with UK residents, and includes:
The filing and registration of your LLP
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