Limited Liability Partnership incorporation

Limited Liability Partnership incorporation

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

You must submit the Companies House form LL IN01 to Companies House and the information required include:

  1. The name of your limited liability partnership.
  2. The location of the registered office whether it will be in England, Wales or Scotland.
  3. The full address of the registered office.
  4. The name, full address and date of birth of each LLP partner. You must specify which these partners are the designated members or that all of them are designated partners. LLP must have minimum two designated partners.

A designated partner has statutory duties and responsibilities and these include appointing an auditor, signing your LLP accounts, filing the signed accounts and Confirmation statement with Companies House.

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

You must show your LLP name, registration number, registered office address on 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 registering your LLP with Companies House.

Registered office for Limited Liability Partnership

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 for your LLP.

HM Revenue and customs and Companies House will send reminders and letters to your registered office by hand or by post. 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 for any reason you are unable to access to mails delivered to your LLP’s registered office address, it is time to change your registered office address.

You must inform Companies House of the change of your registered office address by submitting the form LL_AD01.

Your LLP may be struck off the register if Companies House received mails sent to your registered office being returned to them and they are unable to contact your LLP partners.

Registered office location

If your LLP is registered with Companies House in England and Wales, your registered office must be situated in England or Wales.

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

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

Similarly, If your LLP is registered with Companies House in Northern Ireland, your registered address must be situated in Northern Ireland.

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

Avoid LLP late filing penalty

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.

Appoint or remove LLP partner

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.

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.

Partnership tax

Partnership tax

A 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

Each partner is taxed individually just like as if he/she 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.

Late filing penalty for limited liability partnership

Late filing penalty for limited liability partnership

Late filing penalty for Limited Liability Partnership if deliver your partnership accounts late to Companies House even if your account just late by one day.

This late filing penalty is also applied to limited liability partnership that is dormant since it’s incorporation. In other words, dormant limited liability partnership must also file dormant accounts.

Your partnership must pay the late filing penalty to Companies House.

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 forms

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.

Form referencePurpose of the formOld LLP forms
LLAP01Appointment of member of a Limited Liability PartnershipLLP288a
LLAP02Appointment of corporate member of a Limited Liability Partnership
LLAP03Appointment of judicial factor (Scotland) to a Limited Liability Partnership
LLCH01Change of details of a member of a Limited Liability PartnershipLLP288c
LLCH03Change of service address for a judicial factor (Scotland) of a Limited Liability Partnership
LLTM01Termination of appointment of member of a Limited Liability PartnershipLLP288b
LLTM02Termination of appointment of a judicial factor (Scotland) of a Limited Liability Partnership
LLAA01Change of accounting reference date of a Limited Liability PartnershipLLP225
LLAA02Notice of removal of auditor from a Limited Liability PartnershipLLP391
LLAD01Change of Registered Office Address of Limited Liability PartnershipLLP287
LLAD02Notification of the single alternative inspection location (SAIL) of a Limited Liability Partnership
LLAD03Change of location of the records to the single alternative inspection location (SAIL) of a Limited Liability Partnership
LLAD04Change of location of the records to the registered office of a Limited Liability Partnership
LLAD05Notice to change the situation of an England and Wales Limited Liability Partnership or a Welsh Limited Liability PartnershipLLP287a