Appoint or remove LLP partner

Appoint or remove LLP partner in your limited liability partnership (LLP) must be communicated with Companies House within 14 days.

You must submit the correct Companies House forms to Companies House when your LLP partner resigned from office or you have appointed a new LLP partner for your LLP.

Any changes to your current LLP partners’ personal details must also be reported with Companies House.

Notify Companies House when you appoint or remove LLP partner

You may notify Companies House of any changes to your LLP partners by post or through web filing service.

Below are the Companies House forms for notifying Companies House of your LLP partners.

Form referencePurpose
LL AP01Appointment of an individual member
LL AP02Appointment of a corporate member
LL CH01Change of individual member’s details
LL CH02Change of corporate member’s details
LL TM01Termination of appointment of member

You may send your Companies House forms to notify the changes in your LLP partners by post if you wish.

Below are the Companies House offices:

Cardiff office:
Companies House
Crown way,
Cardiff
CF14 3UZ

Edinburgh office:
Companies House
4th floor, Edinburg quay 2,
139 Foundainbridge,
Edinburg
EH3 9FF

London office:
Companies House
4 Abbey Orchard Street
Westminster
London
SW1P 2HT

Belfast office:
Companies House
1st floor, Waterfront Plaza,
8 Laganbank road,
Belfast BT1 3BS.

Lastly, appointment and removal of your LLP partner must also be included in your confirmation statement.

Late filing penalty for limited liability partnership

Late filing penalty for Limited Liability Partnership (LLP) when you deliver your partnership accounts late to Companies House. Even if your accounts were just late by one day.

This late filing penalty is also applied to LLP that is dormant since it’s incorporation. In other words, even if your LLP is dormant you must still submit your dormant LLP accounts.

Usually, Companies House will send you the late filing penalty invoice after your LLP accounts were filed, accepted and published for public record. Consequently, your LLP must pay the late filing penalty unless you intend to appeal against it.

Generally, Companies House would consider your appeal if your circumstance leading to late filing of your accounts was exceptional. Subsequently, they may waive the late filing penalty for your limited liability partnership.

Ordinarily, when comes to assessing what is exceptional circumstance, Companies House is very strict. For example, your LLP is dormant. You did not know you require to submit a dormant account or that you do not have money to pay the penalty. Both of these circumstances are not considered exceptional.

On the other hand, you would have a better chance to get your late filing penalty waived. For instance, there was an unannounced postal strike by Royal Mail and you were affected by it.

However, if you are unable to pay the penalty now. You may write to Companies House to request to pay the penalty by instalments. You must include your propose instalment payment plan. For instance, say your penalty is £1500. You would like to pay £300 per month and you would settle it in 5 months.

Deliver accounts lateLate filing penalty apply
Less than 1 month £150
Less than 3 months £375
Less than 6 months £750
More than 6 months £1500

See accountants advice if you are not familiar with Companies House filings for your limited liability partnership.

Limited Liability Partnership incorporation

Limited liability partnership (LLP) incorporation with Companies House has similar registration procedures to that of a limited company registration.

The procedure for incorporation of a limited liability partnership requires you to complete the form LL IN01. In addition, you must also provide the following information.

Desired LLP name

Specify your desired name for your limited liability partnership. You may use the company name availability checker to check if your desired name is available. This will expedite your LLP incorporation.

Registered office

Provide the location of your registered office whether it is in England, Wales or Scotland. Followed by the full address of the registered office. This must not be a PO BOX address. Companies House would reject your incorporation application if no suitable registered office address provided.

If you are based outside United Kingdom, you may use an address service provider. In this circumstance, the service provider will give you an address to use as your registered office address for a fee. The service provider will forward your LLP mails to you accordingly. However, you must comply with their due diligence check for using their address under the money laundering law. Thus, you must provide proof of identity and a proof of address documents.

Designated Limited Liability Partners

Your LLP must have a minimum two designated partners. Companies House would require the name, full address and date of birth each of your LLP partner. You must specify which these partners are the designated members accordingly. If all of them are designated partners please specify that fact.

Companies House filings

Generally, a designated partner has statutory duties and responsibilities with regard to filings with Companies House. This includes appoint an auditor, sign your LLP accounts and file it and deliver your Confirmation statement.

In addition, your designated partner must also handle the statutory administration of your LLP. This includes notifying Companies House of any changes to your LLP partners, LLP’s registered office address and so on.

Your Limited Liability Partnership official stationery

Last but not least, you must show your LLP name, registration number and registered office address on your LLP official stationery. This include your letterheads, websites and on all official correspondence and notices.

You may contact Companies House directly or seek accountants’s advice if you have any questions on registering your LLP with Companies House.

Registered office for Limited Liability Partnership

Registered office for your limited liability partnership (LLP) must be a physical location. Companies House does not accept P O BOX address as a valid registered office address.

Both HM Revenue and customs and Companies House send reminders and letters to your registered office. This includes legal notices.

Your registered office address need not be a place where you run your business. Some businesses use their accountants’ office as their registered office so that their statutory mails can be dealt with promptly.

If you no longer able to access to mails sent to your registered office address, it is time to change it. You must submit the form LL AD01 to Companies House.

Companies House will strike off your LLP if they received mails sent to your registered office was returned to sender. In other words, their letters were unable to reach out to your LLP partners. Thus, it is imperative that you have a valid registered office address at all times. If you move office, remember to change your registered office with Companies House within 14 days.

Another thing is, remember to renew your registered office address service if you are using a service provider. The provider usually returns your LLP mails to sender if your service has expired with them.

Limited liability partnership registered office location

Generally, If your Limited Liability Partnership is registered with Companies House in England then your registered office must be situated in England.

For instance, your LLP has been the original registered office as only being situated in Wales then your registered office cannot be situated outside of Wales.

Likewise, If your LLP is registered with Companies House in Scotland, your registered office must be situated in Scotland.

Similarly, you must always use a registered address situated in Northern Ireland if your LLP is originally registered in Northern Ireland .

Contact us if you require help with updating your registered office with Companies House.

Avoid LLP late filing penalty

Avoid LLP late filing penalty by submitting your LLP accounts with Companies House on time.

Your LLP’s accounts filing deadline

Companies House website publishes your LLP’s accounts filing deadlines. The filing deadline is nine months after your accounting reference date. The accounting reference date is your LLP’s year end date.

If you do not remember your LLP’s account filing deadlines, you may contact Companies House directly or ask your accountants.

Mark in your diary or calendar to remind you in good time of your LLP’s accounts filing deadlines and also factor in the time to gather all the information and accounting records for your accountants to prepare your LLP accounts.

Reminders from Companies House

Companies House send reminders to your LLP’s registered office address to remind you of your LLP ‘s accounts is due. It is important that you can access to mails send to your registered office address.

If you are no longer able to access mails sent to your LLP’s registered office, it is time to change that address to a new registered office address. You must inform Companies House of the change.

Send LLP accounts by post

Allow enough time to ensure that your LLP accounts reach Companies House before the filing due date. If your filing deadline expires on a Sunday or Bank Holiday, the law still requires accounts to be filed by the due date.

If you are using UK post office or Royal mail service, please note that First-class stamp does not guarantee next day delivery, so please consider guaranteed methods of delivery to ensure your accounts arrive on time. Your LLP is liable to pay late filing penalty even if your accounts is delayed by the post service.

Alternatively, seek accountants help with your LLP accounts.

Partnership tax

A partnership tax is a tax on a partnership. Partnership is an organization with more than one person jointly running a business. Partnership is a very popular form of business structure for many professionals, solicitors, barristers, legal advisers, consultants, accountants, architects and engineers in the United Kingdom.

Partnership tax

Ordinarily, each partner is taxed individually in a partnership. Just like as if each partner is a sole trader. In other words, partners are taxed as if they were running their own self employed business. Under the partnership tax rules, each partner is responsible for his or her own tax bill. Partners must include share of partnership profits or losses in their self assessment tax calculation and tax return.

In addition to income taxes, partners must also pay class 2 and class 4 national insurance contributions to HM Revenue and Customs.

Salaried partners are normally taxed under the employee scheme called Pay As You Earn (PAYE) scheme and are not required to submit self assessment tax return if they have no other income except their salaries.

It is the partnership responsibility to deduct the salaried partners’ income taxes and national insurance contributions and pay its over to HM Revenue and Customs.

Difference between ordinary partnership and Limited Liability Partnership

Limited Liability Partnership (LLP) is a legal body corporate by its own just like a limited company. The main benefit of trading as LLP are that partners are not personally liable for their business debt provided they are not negligent. Partners’ personal liability are limited to the amounts of capital contributed to the LLP. Partners’ personal assets are safe if the business fails in this respect. This is contrary to normal partnership rules.

There are formal compliance requirement in registering a limited liability partnership. You must submit your LLP incorporation application with Companies House.

Generally your LLP is governed by the Limited Liability Partnership Act 2000. Normal partnership is not governed by the LLP law.

For income tax purposes, partners in your LLP will be taxed as if they are in an ordinary partnership.

Limited liability partnership forms

Limited liability partnership (LLP) forms for filing with Companies House if there is any changes to your LLP details already registered with the Registrar of Companies.

Your LLP must complete and deliver the relevant Companies House forms to Companies House. Below are the frequently used Companies House forms for LLP. You may download the LLP forms from Companies House website.

Type in the “form reference” in their search box, the latest version of the form would appear. Say you would like to download the Companies House form – Notification of the single alternative inspection location (SAIL) of a Limited Liability Partnership, in this circumstance, you type in the Companies House website search box “LL AD02”.

Form referencePurpose of the formOld LLP forms
LL AP01Appointment of member of a Limited Liability PartnershipLLP288a
LL AP02Appointment of corporate member of a Limited Liability Partnership
LL AP03Appointment of judicial factor (Scotland) to a Limited Liability Partnership
LL CH01Change of details of a member of a Limited Liability PartnershipLLP288c
LL CH03Change of service address for a judicial factor (Scotland) of a Limited Liability Partnership
LL TM01Termination of appointment of member of a Limited Liability PartnershipLLP288b
LL TM02Termination of appointment of a judicial factor (Scotland) of a Limited Liability Partnership
LL AA01Change of accounting reference date of a Limited Liability PartnershipLLP225
LL AA02Notice of removal of auditor from a Limited Liability PartnershipLLP391
LL AD01Change of Registered Office Address of Limited Liability PartnershipLLP287
LL AD02Notification of the single alternative inspection location (SAIL) of a Limited Liability Partnership
LL AD03Change of location of the records to the single alternative inspection location (SAIL) of a Limited Liability Partnership
LL AD04Change of location of the records to the registered office of a Limited Liability Partnership
LL AD05Notice to change the situation of an England and Wales Limited Liability Partnership or a Welsh Limited Liability PartnershipLLP287a

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