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LLP formation & registration

LLP formation & registration

Forming a Limited Liability Partnership (LLP) combines the flexibility of a traditional partnership with the limited liability protection of a corporation. It’s an ideal choice for professionals—such as solicitors, architects, and accountants—who value a collaborative management approach while safeguarding personal assets.

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Why choose an LLP structure?

A Limited Liability Partnership (LLP) is a modern business structure that brings together the benefits of a traditional partnership with the added protection of limited liability. It’s a popular choice among professional practices and businesses seeking flexibility, shared management, and legal safeguards.

Here are 7 reasons why an LLP might be the right fit for you:

1. Limited liability protection

One of the main attractions of an LLP is the limited liability it offers to its members. Unlike a traditional partnership where partners may be personally liable for the debts and obligations of the business, an LLP ensures that your personal assets are safeguarded.

Members are only liable up to the amount they have invested or guaranteed, providing peace of mind while running your business.

2. Flexibility in management

LLPs offer a flexible management structure, allowing members to decide how the business will be run. The roles, responsibilities, and decision-making processes are defined in an LLP agreement, which can be tailored to suit your specific business needs.

This adaptability is particularly beneficial for professional practices where collaboration and shared expertise are key to success.

3. Tax efficiency

Unlike a limited company, an LLP is not subject to corporation tax. Instead, profits are shared between the members, who are taxed individually on their share. This structure often results in greater tax efficiency, especially for professionals who prefer the flow-through of income directly to individual members.

4. Enhanced credibility

Forming an LLP can enhance the credibility of your business. It demonstrates a commitment to legal compliance and transparency, which can be reassuring to clients, partners, and investors.

For many professional firms, an LLP structure reflects a level of professionalism that can attract high-quality business opportunities.

5. Suitable for professional practices

LLPs are particularly well-suited for professional services such as solicitors, accountants, consultants, and architects. These businesses often require a structure that allows for shared responsibility and expertise without exposing individual members to personal liability.

The LLP framework supports this by enabling professionals to pool resources and skills while mitigating financial risk.

6. Adaptable for growth & changes

An LLP provides the flexibility to adapt as your business grows. It’s straightforward to add new members or adjust the LLP agreement to reflect changes in the business environment or ownership structure. This makes an LLP a dynamic choice for businesses planning for future expansion or evolving market conditions.

7. Conversion benefits for existing partnerships or limited companies

If you’re currently operating as a traditional partnership or limited company, converting to an LLP can offer significant advantages. For partnerships, the main benefit is the shift from unlimited personal liability to the limited liability model. For limited companies, an LLP can provide more management flexibility and a simpler tax framework while retaining liability protection.

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Our LLP formation & registration services

At Anthony Gold Solicitors, we understand that forming a Limited Liability Partnership (LLP) is a significant step for your business. Our goal is to make this process straightforward, efficient, and compliant, allowing you to focus on what matters most—growing your business.

Here’s how we can assist you throughout each stage of LLP formation:

Tailored legal advice

Choosing to form an LLP requires a clear understanding of your business objectives and legal obligations. Our team provides tailored legal advice to help you decide if an LLP structure is the best fit for your needs. We’ll assess your goals, business model, and potential liabilities, guiding you with transparent and expert recommendations.

Name selection & registration

Selecting the right name for your LLP is a crucial step, as it sets the tone for your brand and must comply with legal naming requirements. We assist you in choosing a unique, compliant name and handle the entire registration process with Companies House. Our team ensures that all necessary forms are completed accurately, preventing delays and complications.

Drafting a bespoke LLP agreement

The LLP agreement is the cornerstone of your partnership, outlining the rights, duties, and responsibilities of each member. It covers essential aspects such as:

  • Profit sharing: How profits will be distributed among members.
  • Decision-making processes: Procedures for making business decisions and resolving disputes.
  • Roles & responsibilities: Clarifying each member’s duties and expectations.
  • Exit strategies: How members can leave the partnership and what happens in the event of dissolution.

We take the time to understand your business dynamics and draft a bespoke LLP agreement that reflects your needs and aligns with your operational strategy. A well-crafted agreement helps prevent disputes and ensures smooth operations.

Registration with companies house

Once the LLP agreement is in place, we handle the registration process with Companies House on your behalf. This involves:

  • Submitting the LLP incorporation form (LL IN01).
  • Providing details about your members, registered office, and LLP agreement.
  • Ensuring compliance with statutory requirements to avoid rejections or delays.

With our expert assistance, you can rest assured that the process will be handled promptly and correctly.

Ensuring legal compliance

Compliance is an ongoing responsibility for any LLP. We provide guidance on the legal requirements you’ll need to meet after registration, including:

  • Filing annual accounts and confirmation statements.
  • Keeping up-to-date records of members and significant changes.
  • Advising on any regulatory updates that may affect your LLP.

Our proactive approach helps you stay compliant, avoiding penalties and legal issues.

Ongoing support & advice

Your relationship with us doesn’t end once your LLP is registered. We offer ongoing support and legal advice as your business evolves. Whether you’re adding new members, amending the LLP agreement, or navigating complex business decisions, our team is here to provide timely, expert assistance.

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Meet the team

Meet our team of Solicitors who are experts in their field.

Head of Department
Patrick Gilmour

Head of Department

Partner
David Marshall

Partner

Senior Associate
Inbar Rabinovitz

Senior Associate

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LLP Formation & Registration: FAQs

  • Who can be a member of an LLP?

  • What are the legal requirements to form an LLP in the UK?

  • What happens if an LLP member wants to leave the partnership?

  • Can foreign nationals be members of a UK-based LLP?

  • Can an LLP have only one member?

Who can be a member of an LLP?

Members of an LLP can be individuals or legal entities like companies. There must be at least two designated members who are responsible for legal compliance, including filing annual returns and accounts with Companies House.

What are the legal requirements to form an LLP in the UK?

To form an LLP, you need at least two members, a unique name, and a registered office address in the UK. The LLP must be registered with Companies House, and while an LLP agreement isn’t mandatory, it’s advised to set clear terms for member roles and profit sharing.

What happens if an LLP member wants to leave the partnership?

When a member exits an LLP, the process follows the terms set out in the LLP agreement, covering notice periods and financial settlements. If there is no agreement, default legal rules apply, which might not reflect the partnership’s specific needs.

Can foreign nationals be members of a UK-based LLP?

Yes, foreign nationals can be members of a UK LLP, as there are no residency requirements. However, they need to be aware of the potential tax and legal obligations in the UK, particularly regarding income earned through the partnership.

Can an LLP have only one member?

No, an LLP must have at least two members at all times. If the membership drops to one, the remaining member could be held personally liable for the LLP’s debts until a new member is appointed.

Who can be a member of an LLP?

Members of an LLP can be individuals or legal entities like companies. There must be at least two designated members who are responsible for legal compliance, including filing annual returns and accounts with Companies House.

What are the legal requirements to form an LLP in the UK?

To form an LLP, you need at least two members, a unique name, and a registered office address in the UK. The LLP must be registered with Companies House, and while an LLP agreement isn’t mandatory, it’s advised to set clear terms for member roles and profit sharing.

What happens if an LLP member wants to leave the partnership?

When a member exits an LLP, the process follows the terms set out in the LLP agreement, covering notice periods and financial settlements. If there is no agreement, default legal rules apply, which might not reflect the partnership’s specific needs.

Can foreign nationals be members of a UK-based LLP?

Yes, foreign nationals can be members of a UK LLP, as there are no residency requirements. However, they need to be aware of the potential tax and legal obligations in the UK, particularly regarding income earned through the partnership.

Can an LLP have only one member?

No, an LLP must have at least two members at all times. If the membership drops to one, the remaining member could be held personally liable for the LLP’s debts until a new member is appointed.

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© Anthony Gold Solicitors LLP. All rights reserved. Anthony Gold Solicitors LLP is a limited liability partnership registered in England and Wales with registered number OC433560 and is authorised and regulated by the by the Solicitors Regulation Authority with registration Number 810601

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