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Limited Liability Partnership
Procedures to incorporate
United Kingdom is a leading global financial and business centre and an important jurisdiction for international tax planning.
United Kingdom LLP – Limited Liability Partnership
The Limited Liability Partnerships Act of 2000 created for the first time a British version of the American Limited Liability Company (LLC). Like its America cousin it is governed by an Operating or Limited Liability Partnership Agreement and can be structured in a way to allow non-UK resident individuals, conducting all their business outside of the UK to enjoy the prestige of a genuine British entity without liability to UK taxes. However, it is important to note that tax consequences may be created in the jurisdiction of management and control and/or the fiscal residence of the beneficial owners depending on double taxation treaties and the specific drafting of the Partnership Agreement. The tax authorities in the UK have confirmed that the taxation base of a limited liability partnership will follow the procedure operated in the past for partnerships. The Limited Liability Partnership itself will not be liable for taxation on profits arising within the partnership, but the profits will be assessed to tax separately on the individual partners.
A Limited Liability Partnership must be a commercial venture operating for profit. The advantages of operating in this way are that no personal liability falls on a member of a limited liability partnership for the contracts or debts of the Limited Liability Partnership and there is no joint or several liabilities for the negligence of any other member. The organisation of a Limited Liability Partnership may well, therefore, be a popular vehicle for future use by the professions in the United Kingdom and for international business operated by non-resident partners outside of UK. There may well be taxation advantages to be obtained from this route, where multi-national business is being undertaken by an international of partner. Subject to the use of the correct structure and that there are no UK activities or ultimate UK beneficial owners it seems that the Inland Revenue will not seek UK tax at either a corporate or individual level.
If a United Kingdom LLP has only Non-Resident Partners & no UK Business, it will not be taxed in the United Kingdom. There is no requirement for a UK LLP to have a local resident partner. As explained below no taxation should arise on non-resident partners on income from a UK LLP where the business of that United Kingdom LLP is managed, controlled and carried out outside the United Kingdom.
The Certificate of Formation, Articles of Organization (if applicable) and the LLP Agreement are remarkably flexible.
We offer a range of options to help you lodge your LLP at Companies House quickly and easily and ensure you can administer it with the minimum of fuss once it is registered.
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 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.
Key Corporate Features
- Type of Entity – LLP
- Type of Law – Common
- Shelf company availability – Yes
- Our time to establish a new company – 1 day
- Minimum government fees (excluding taxation) – Not applicable
- Corporate taxation – Fiscally transparent
- Double taxation treaty access – No
+ Share Capital or Equivalent
- Standard currency – Not applicable
- Permitted currencies – Not applicable
- Minimum paid up – Applicable
- Usual authorised – Not applicable
+ Directors or Managers – Designated Members
- Minimum number – Not applicable
- Local required – Not applicable
- Publicly accessible records – Not applicable
- Location of meetings – Not applicable
- Minimum number of Designated Members – 2 must be responsible for the affairs of the LLP
- Maximum number – No limit
- Publicly accessible records – Yes
- Location of meetings – Anywhere
+ Company Secretary
- Required – Not applicable
- Local or qualified – Not applicable
- Requirement to prepare – Yes
- Audit requirements – Yes, but small company exceptions
- Requirement to file accounts – Yes
- Publicly accessible accounts – Yes
- Requirement to file annual Confirmation Statement – Yes
- Change in domicile permitted – No
Packages and Prices
The cheapest option – accountancy support, free business consultant and much more.
A special package that includes a Business Company plus fully functioning bank.
Includes all services of Business Package plus full Nominee Services, Director and Shareholder.
How can we help you?
Should you have any question, our Business Development Managers team will be ready to guide and assist you!