{"id":5280,"date":"2017-03-22T11:26:06","date_gmt":"2017-03-22T11:26:06","guid":{"rendered":"https:\/\/www.qualityformations.co.uk\/blog\/?p=5280"},"modified":"2025-03-26T14:30:15","modified_gmt":"2025-03-26T14:30:15","slug":"limited-liability-partnership","status":"publish","type":"post","link":"https:\/\/www.qualitycompanyformations.co.uk\/blog\/limited-liability-partnership\/","title":{"rendered":"What is a limited liability partnership?"},"content":{"rendered":"
A limited liability partnership is one of the available legal structures that you can use to set up and run a business in the UK. Often referred to as an \u2018LLP,\u2019 a limited liability partnership is simply a business partnership that is owned by two or more members (partners) who have limited liability for the LLP\u2019s debts.<\/p>\n
Just like a limited company, an LLP is a separate legal entity and has unlimited legal capacity. This means that an LLP can own property in its own name, take out loans and credit, employ staff, be held responsible for its own debts, and become a shareholder or member of another business.<\/p>\n
As a result, LLPs must be set up (registered\/incorporated) at Companies House. While this type of business structure is still relatively unknown to many people, it is actually a very common and popular choice in the UK because of the huge benefits it offers to certain professions over the ordinary partnership structure (most significantly, limited liability protection).<\/p>\n
Limited liability partnerships were introduced in the UK in 2001. Incorporated under the Limited Liability Partnerships Act 2000<\/a>, they are suitable for any two or more persons who want to set up a for-profit joint venture business. The LLP structure has become hugely popular with professional services firms and other types of businesses that would otherwise set up an ordinary partnership.<\/p>\n The types of professionals who favour the LLP structure include:<\/p>\n The limited company structure is also used by people working in these sorts of professions, but an LLP is usually the preferred choice because it provides the best of both worlds.<\/p>\n Members can enjoy the limited liability protection of a limited company, as well as the unique, flexible nature of the ordinary general partnership structure, which offers:<\/p>\n LLPs are unsuitable for use by non-profit or charitable ventures. You can only use the LLP structure for carrying on business with a view to making a profit. A company limited by guarantee<\/a> is the preferred choice for non-profits and charities.<\/p>\n Limited liability partnerships (LLPs) are owned by their members, who are referred to as \u2018partners\u2019. LLPs don\u2019t have shareholders, directors, or shares.<\/p>\n You need at least two members to set up an LLP. You can have more than this when you register an LLP, and you can bring in new members after incorporation, too.<\/p>\n An LLP member can be a human individual or a corporate entity, like a limited company. However, there must always be at least one human member. An LLP cannot be owned by corporate members alone.<\/p>\n If a member leaves an LLP and this results in there being just one member for more than 6 months, the business will lose its limited liability status. The sole remaining member will be personally liable for any debts incurred during this time. Additionally, Companies House may initiate proceedings to strike off the entity.<\/p>\n Anyone can set up a limited liability partnership or become a member of an existing LLP, as long as they are not:<\/p>\n It is also possible for corporate entities, such as limited companies or other LLPs, to be members of an LLP, as long as there is at least one human member in the LLP already.<\/p>\n Each member must register for Self Assessment. They work as self-employed individuals through the LLP, so they are responsible for reporting their income to HMRC and paying their own taxes.<\/p>\n It is possible, however, for some partners to be expressly employees, whereby they receive a fixed salary through PAYE rather than taking a share of profits as a self-employed member.<\/p>\n LLP members normally share the responsibilities of running the partnership. They also share the profits, which are normally distributed according to their level of investment or the work they carry out.<\/p>\n The rights, responsibilities, and duties of all members should be clearly outlined in a partnership agreement.<\/p>\n LLPs should have two \u2018designated members\u2019 at all times. They have all of the same rights, responsibilities and duties as ordinary members, but they have additional legal responsibilities (such as appointing an auditor) to ensure that the LLP and its members comply with their statutory obligations.<\/p>\n If you do not appoint two designated members, all members of the LLP are deemed by law as designated.<\/p>\n If the members do not make other agreements in a formal Limited Liability Partnership Agreement, the LLP and its members are governed by the default provisions stated in the Limited Liability Partnership Regulations 2001<\/a> (Part. VI Default Provision, Regulations 7 and 8).<\/p>\n The mutual rights and duties of the members and the mutual rights and duties of the limited liability partnership and the members shall be determined, subject to the provisions of the general law and to the terms of any limited liability partnership agreement, by the following rules:<\/p>\n No majority of the members can expel any member unless a power to do so has been conferred by express agreement between the members.<\/p>\n LLPs are transparent for tax purposes. They do not pay Corporation Tax like limited companies do, but they must register for VAT if annual taxable turnover exceeds \u00a390,000.<\/p>\n In terms of profit distribution and taxation, LLP members are treated the same way as partners in general partnerships. Profits are shared amongst members, sometimes equally, while other times each member will keep the profit for the actual work they personally carry out.<\/p>\n Members are then individually required to report their income to HMRC through Self Assessment at the end of every tax year and pay Income Tax and Class 4 National Insurance on these profits. They must also pay Capital Gains Tax on any share of gains made by the LLP.<\/p>\n If an LLP has employees, it must be registered as an employer. The LLP will deduct and pay Income Tax and National Insurance from its employees’ wages through PAYE. It will also have to pay employers’ National Insurance contributions to HMRC.<\/p>\n Designated members must fulfil the following legal obligations on behalf of the LLP:<\/p>\n While a limited liability partnership agreement, or \u2018Deed of Partnership\u2019, is not a legal requirement, it is highly advisable to have one. It is an important private document that provides a legal framework for members\u2019 conduct and the way the LLP should be run.<\/p>\n The terms of an LLP Agreement are decided by the members themselves. You can alter the terms at any time, as long as all members agree to the changes.<\/p>\n A typical LLP Agreement will cover the following key areas:<\/p>\n An LLP Agreement is an effective way to avoid misunderstandings and disputes between members. It is a legally binding document, but there is no need to file a copy at Companies House. It should be kept at the registered office address, and a copy should be provided to each member.<\/p>\n\n
\r\n
\r\n <\/a>\r\n <\/div>\r\n \n
\n
Who owns a limited liability partnership?<\/h3>\n
LLP members and \u2018designated\u2019 members<\/h3>\n
\n
\r\n
\r\n <\/a>\r\n <\/div>\r\n \n
Designated LLP members<\/h4>\n
Limited Liability Partnership default regulations<\/h3>\n
Regulation 7<\/h4>\n
\n
\n(a) in the ordinary and proper conduct of the business of the limited liability partnership; or
\n(b) in or about anything necessarily done for the preservation of the business or property of the limited liability partnership.<\/li>\nRegulation 8: Expulsion<\/h4>\n
Paying tax in an LLP<\/h3>\n
\r\n
\r\n <\/a>\r\n <\/div>\r\n \n
LLP reporting requirements<\/h3>\n
\n
\n
Limited liability partnership agreement<\/h3>\n
\n
Registering a limited liability partnership<\/h3>\n