Set-Up a LLP and Register a Limited Liability Partnership (LLP)
. An LLP is a body corporate and is formed by incorporation. It exists as a legal person distinct from its members. It has the legal capacity to do anything that a natural person can do. It can own UK real estate in its own right; enter into contracts; trade, develop and invest; enter into deeds; sue and be sued; enter into funding and financing agreements and grant security over its assets in its own name. It has rights, liabilities and obligations separate to and independent of its members. The liability of individual members is limited. This is to be contrasted with the liability of partners in general partnership, who are jointly and severally liable for the debts and obligations of the firm and the acts of other partners. The personal assets of a member of an LLP will not be at risk for acts of the LLP or other members. The separate legal personality of the LLP, in law, enables the liability of its members to be limited. The LLP (and not its members) will be liable to third parties.
There is no requirement for a minimum capital commitment from members (which capital would then be available for creditors) or for a guarantee from members of the obligations of the LLP. The extent to which members actually contribute capital therefore becomes a matter of commercial/economic negotiation. It may be that third parties (for example, landlords, lending banks and sellers) will require personal guarantees from members. This, of course, would negate the whole purpose of carrying on an activity via a limited liability vehicle.
One of the principal attractions of an LLP is that it is tax transparent. Each member can (subject to certain restrictions) participate in the LLP in such a way that there is no higher a tax charge than if it had carried out the business itself. This does not mean however that the profits arising from an LLP will be exempt. Profits are taxed as if the business was carried on by the members as partners in partnership. There is no special tax treatment or relief available to LLPs or their members beyond those available to partners in partnership. There are adverse tax consequences for certain sorts of entity which become members of either an "investment LLP" or a "property investment LLP". This prejudices the usefulness of an LLP as vehicles for holding real estate for that type of member.
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Coddan is your Offshore Incorporation expert in structuring a myriad of ways to put out of sight your personal or business affairs as permitted by actual offshore secrecy and banking laws worldwide. Going offshore through an IBC (International Business Corporation) allows the owner total control over their assets in the complete PRIVACY of an offshore centre. All business, including investments and banking, is conducted under corporate ownership, keeping the name of the shareholders, directors and officers completely private. In the vast majority of cases, the banks are even forbidden by law to disclose client information. Asset Protection is the effort to protect assets for estate planning, or in the face of potential creditor attack. The procedure typically involves transferring assets into other entities, and to affirmatively shield them from potential foreign court awarded monetary judgments.
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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.
UK LLP FORMATION SERVICE. FORMING AN LLP IN THE UNITED KINGDOM. DEFINITION OF LIMITED LIABILITY PARTNERSHIP & LIMITED LIABILITY PARTNERSHIP BENEFITS. WHAT IS THE DIFFERENCE BETWEEN AN LLC AND AN LLP?
Online LLP Formation & Registration LLP Limited Liability Partnership in England: welcome to online Limited Liability Partnership - UK LLP formation agent. Whether you are suited to being your own boss and can start up on minimal resources are questions that can only be fully answered once you take the plunge.
But the below sections will give you the best possible idea as to what's involved in going it alone, where you can find help and how others have fared when starting up a business. We recommend reviewing this site in its entirety, so that you are knowledgeable of the UK jurisdiction and the powers granted to British LLPs. We will guide you through the process of registering your limited liability partnership and establishing your registered identity.
What does LLP stand for? What is the difference between an LLC and LLP? The LLP must have at least two members in the partnership, which can be resident anywhere in the world. The members can be natural persons or corporate bodies. A Limited Liability Partnership or LLP is a relatively new creation that operates much like a limited partnership, but allows the members of the LLP to take an active role in the business of the partnership, without exposing them to personal liability for others' acts except to the extent of their investment in the LLP. All profits in a Limited Liability Partnership (LLP) are split between the members. The tax liability falls on the individual members, not the LLP itself. Most members are likely to be self-employed, so all income should be declared via self-assessment. If an LLP member is another business, they will be liable to pay corporation tax on any income they receive from the LLP. As with other company structures, if the LLP is expecting to generate income of £61,000 or more (from 1/4/2006; previously it was £60,000), they should register for VAT. If they have employees, the LLP should set up a PAYE system to collect income tax and National Insurance contributions.
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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 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 losses elsewhere against partnership profits of a partner and other anti-avoidance measures.
Capital Gains Tax: 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.
Inheritance 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.
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UK LLP Registration
£ 125.00
This is our most popular package with UK residents, and includes:
The filing and registration of your LLP
