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Untitled Document
Limited Liability Partnerships
What are Limited Liability Partnerships?
LLPs were introduced in April 2001 following the Limited Liability Partnerships Act 2000. Most of the relevant rules governing registration and operation of LLPs are the Limited Liability Partnerships Regulations 2001(SI 2001/1090) and the Limited Liability Partnership (Scotland) Regulations 2001 (Scottish SI 2001/128).
Who should consider a Limited Liability Partnership?
LLPs can be attractive vehicles for professional firms and other businesses, including start-ups and joint ventures. They are particularly valuable for businesses that would find corporate tax and other consequences of forming and operating a limited company onerous, but want to enjoy corporate status and limited liability for members.
For existing partnerships that convert to LLP status there will be stamp duty relief on the instrument transferring property from the current partnership to the newly incorporated LLP if relevant conditions are met.
What are the characteristics of a LLP?
LLPs are created by registration at Companies House on a prescribed form LLP2 together with a statutory fee. The Registrar issues a Certificate on registration that has the same effect as the Certificate of Incorporation of a company. This means it is easy to establish the existence and good standing of an LLP in a transaction where this is important, such as acquisition of overseas assets by the LLP.
If members of an LLP do not expressly agree the contents of a Members’ Agreement, the Act provides for a basic set of “default” terms. However, Oswalds strongly recommend an express written Agreement. It does not have to be registered at Companies House.
LLPs must file an annual return and annual statutory accounts similar to those filed by limited companies. Small company exemptions apply, including audit exemption rules. Generally, though, Companies House compliance requirements are minimal.
There are no directors. However, “designated” members have particular responsibility for certain statutory requirements.
LLPs can create floating charges as security for borrowings. This can be a major advantage over an ordinary partnership when raising funds.
Members do not have to contribute a minimum amount of capital, even in the event of insolvency and parts of the Insolvency Act 1986 will apply.
How can we help?
We can help you register your LLP quickly and easily, and administer it with the minimum of fuss.
You will be looked after throughout the registration process by dedicated staff who have been tracking LLPs through the consultation process to implementation.
Our services
Oswalds’ service comprises supply of the Oswalds’ LLP Agreement and registration at Companies House for an inclusive fee of £430.00 inc. VAT. Our registration package includes:
- Name availability check for identical names
- Registration fee
- Registration at Companies House and supply of Certificate
- Statutory and non-statutory registers, comprising: A statutory Register of Charges and Debentures; A non-statutory Register of Members divided into Designated and other Members; A non-statutory Register of Sealings
- A seal
- 10 copies of the Agreement
We can also provide the above service without the provision of an LLP Agreement for £150.00 inc. VAT
If you wish us to register your LLP all you need to do is tell us the name you would like to register .
We will then check the availability of the name for you and send you form LLP2 and a draft Agreement for consideration, completion and return.
For more information on our LLP incorporation service contact Alister Gillies on 0131 200 7124 or by e-mail alister_gillies@oswalds.co.uk
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