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Limited liability partnership

What is a limited liability partnership?

TA Limited Liability Partnership (LLP) is sometimes considered to be half-way between a traditional partnership and Limited Company. An LLP has partners and not directors and shareholders. A deed of partnership sets out the rules, for example the profit share and any delegated authority to specific partners. The partners are taxed as self-employed individuals, as an LLP does not pay corporation tax or pay dividends.

There are 2 potential advantages to being incorporated as an LLP:

(1) Liability

Unlike a traditional partnership, an LLP is not liable for the debts of a company, unless they have wrongfully traded or have a personally guaranteed debt. The liability in general (for example work completed) is also limited to the LLP and not the individual partner.

(2) Professionalism

Unlike a traditional partnership, an LLP has a registration number and is listed on the register of companies, which can be viewed by the public.

What must be on an application to register a Limited Liability Partnership?

To form an LLP, you must have a minimum of two members and a UK registered office address (that cannot be a PO Box.)

Note: HMRC must be informed of an LLP’s creation. An annual partnership tax return is required to be filed with them. One member is nominated to take responsibility for these requirements. As an LLP must exist to create profit, they are not appropriate for charities or any not-for-profit organisation.

How do I set up a Limited Liability Partnership?

A company must be registered with Companies House, for which you can use our online service.

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