Nominee LLP Designated Member Service for Public Records for one year:
It is a perfectly legal device which preserves the privacy of an individual. It is designed to help a person who would rather not disclose their interest or association with a given corporate body (LLP).
The Nominee Member cannot and will not enter into any business contract or financial or moral commitment.
Coddan will act as Nominee LLP Designated Member for limited liability partnerships on an annual basis.
This service is primarily designed to help people keep non-trading or dormant LLPs fully compliant with the law and perhaps to protect the identities of the persons actually controlling the LLP.
At the same time the appointed nominees are not actually entitled to manage the LLP.
We provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the LLP's activities and open and operate the LLP's bank accounts.
Nominee LLP Designated Member will only sign LLP accounts and annual returns prepared by the accountants of the LLP.
Economy Plan
£ 300.00
Renewal fees from £300
Nominee Designated Member For Trading Business LLP:
A nominee member serves as a proxy for the owner(s) of a LLP and acts on their behalf. The names of the LLP's beneficial owners are not disclosed to any third party.
Nominee members do not usually have an active role or function in the actual business of the LLP.
A nominee designated member is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents.
Coddan will act as Nominee Designated Member for limited liability partnerships on an annual basis.
We provide the beneficial owner with a General Power of Attorney empowering him to run the business, manage the LLP's activities and open and operate the LLP's bank accounts.
We will also include pre-signed, undated letters of resignation from nominee member, plus Notarised and Apostilled copy of Nominee Member' passport.
Nominee Member will NOT be a signatory to the LLP bank account nor will run the LLP bank account on behalf of the LLP.
Premier Plan
£ 1500.00
Renewal fees from £1500
Nominee Member For Trading Companies:
Nominee Member would become part of the LLP day-to-day business.
In particular, Nominee Member would raise invoices, sign contracts and other business documentation.
Obviously, the Nominee Member would remain fully responsible to act only in accordance with the wishes of the owners of the LLP, insofar as they are legitimate.
Coddan will act as Nominee LLP Member for limited liability partnerships on an annual basis.
At this stage, the Nominee Member would also control over the bank account of the LLP (under a separate agreement we may provide this service to act as secondary signatory only, not the primary signatory).
It is the only truly effective solution to shield the beneficial owner of the LLP from any undesired link to the LLP.
Obviously, it is also the most costly one, because it would involve management fees based on time spent.
Legal Requirements
Nominee Membership How it Works:
Sometimes, for tax or other reasons a person does not wish to be seen as associated with a LLP, or be seen as a beneficiary of a LLP, Nominee Membership Service is the answer.
A nominee Member is someone who in fact is renting his or her name to you.
Nominee Member signs the LLP Agreement to form your entity.
The nominee will sign a General Power of Attorney document, which gives you full power to manage your LLP.
The nominee will give you his signed and undated letter of resignation document, which gives you the peace of mind that he can't act against you.
The above information is general and is intended as a summary only.
Clients should seek further clarification if required before deciding if they wish to engage nominee members.
We expressly reserve the right to provide this service to anyone for any reason.
A limited liability partnership (LLP) is similar to a normal partnership, but it also offers reduced personal responsibility for business debts. Unlike sole traders and partners of ordinary partnerships, the LLP itself - not the individual members - is responsible for any debts that it runs up, unless individual members have personally guaranteed a loan to the business. LLPs are more complicated to set up and run than ordinary partnerships, as they have to meet many of the same requirements as limited companies. LLPs are designed to be used by profit-making businesses. Non-profit making organisations should not use this business structure. If you are unsure about any aspect of forming an LLP, seek professional advice from your solicitor, accountant or from Coddan formation agent.
Profits are shared among members of a limited liability partnership (LLP), and individual members - not the LLP - pay Income Tax on these profits. Unlike limited companies, LLPs don't pay Corporation Tax. In most cases the members will be self-employed, so they must include details of any profits they get on their individual Self Assessment tax returns each year. Self-employed partners are also responsible for paying their own National Insurance contributions (NICs). It's important that each member of the partnership registers as self-employed with HM Revenue & Customs (HMRC).
It is also possible for LLP members to be companies or other LLPs rather than individuals. If so, companies that are LLP members will have to pay Corporation Tax on their profits from the LLP and should include the relevant details on their Self Assessment return for Corporation Tax. If the LLP has, or expects to have, turnover of more than £73,000 a year, it will need to charge VAT to its customers and pass this on to HMRC. If you need to be VAT registered, please call to our office and order VAT registration number online today.
LLPs with employees must collect and pay Income Tax and NICs from them, which means operating a PAYE (Pay As You Earn) system. When you set up a new LLP you must contact your local HMRC office to let them know the business exists. HMRC will send a Partnership Tax Return, which must be filled in to show the partnership's income and expenses for the tax year. The Partnership Tax Return includes a Partnership Statement, showing how profits or losses have been divided among the partners.
LLP Formation Service
What does limited liability partnership stand for? What is the difference between an LLC and LLP? The LLP must have at least two members in the partnership, which can be resident anywhere in the world. The members can be natural persons or corporate bodies. A limited liability partnership is a relatively new creation that operates much like a limited partnership, but allows the members of the LLP to take an active role in the business of the partnership, without exposing them to personal liability for others' acts except to the extent of their investment in the LLP. All profits in a limited liability partnership are split between the members. The tax liability falls on the individual members, not the limited liability partnership itself. Most members are likely to be self-employed, so all income should be declared via self-assessment. We provide a fast online service for UK LLP registration, including incorporation in England, Wales, Scotland, and Northern Ireland. Choosing a structure for your business can be a confusing puzzling of terminologies. However, with this basic guide, you will be able to select the structure that will serve your business best at tax time. We would like to recommend you to get a professional legal and tax advice from one of our consultants before a final choice of business entity will be made. There are several types of legitimate commercial and non-commercial legal entities which you can choose to operate as. Find out the links below on the pros and cons of registering your business.
Coddan is one of the leading service providers in the field of English, Scottish, Wales and Northern Irish LLPs formation and registration. We can help you in starting a limited liability partnership in England & Wales Scotland, Northern Ireland and Republic of Ireland. Over 95% of our UK LLPs are incorporated within 4-6 hours. The electronic submission of information enables a fast limited liability partnership start-up satisfying all of the required legal formalities: a member, a designated member, and a registered office address. Our electronic filing software has been approved by Companies House. Companies House (Companies Registry, Secretary of State) is an executive agency of the United Kingdom Government Department of Trade and Industry (DTI).
Related Articles
The partnership should appoint one of its members - the 'nominated member' - to fill in the Partnership Tax Return and return it to HMRC. The nominated member should also make sure that other members of the partnership are given copies of the Partnership Statement, to help them complete their own personal tax returns. Although the nominated member has responsibility for the Partnership Tax Return, all the members will be jointly liable for any penalties that result from it being submitted late or incorrectly.
Where a pension fund, the pension business of a life insurance company or the tax exempt business of a friendly society receives income or gains in their capacity as a member of a property investment LLP the normal taxation exemptions in respect of that income or gains are disapplied. A property investment LLP is a LLP whose business consists wholly or mainly in the making of investments in land and the principal part of whose income is derived therefrom. Land has the meaning given by the Interpretation Act 1978 so that it includes "buildings and structures, land covered with water, and any estate interest, easement, servitude or right in or over land".
Limited Liability Partnership LLP Taxation
The original legislation relating to the taxation of LLPs was included in Section 10 of the LLP Act 2000. Amendments to clarify those provisions and to prevent tax loss where the LLP carries on an investment or a property investment business were included in FA01/S75 and FA01/SCH25.
Although in general law a LLP is regarded as a "body corporate", for tax purposes a LLP is normally treated as a "partnership". ICTA88/S118ZA (for CT purposes) and ITTOIA05/S863 (for income tax purposes) provide that where an LLP carries on a trade profession or other business with a view of profit: - 1. All the activities of the LLP are treated as being carried on in partnership by its members (and not by the LLP as such); 2. Anything done by, to or in relation to the LLP for the purposes of, or in connection with, any of its activities is treated as done by, to or in relation to the members as partners; and 3. The property of the LLP is treated as held by the members of the LLP; 4. A references to a partnership include an LLP to which ICTA88/S118ZA and/or ITTOIA05/S863 apply; 5. References to members of a partnership include members of such an LLP; 6. References to a company do not include such a LLP; and 7. References to members of a company do not include members of such a LLP.
Thus the LLP will normally be regarded as transparent for tax purposes and each member will be assessed to tax on their share of the LLP’s income or gains as if they were members of a general partnership governed by the Partnership Act 1890. It follows that where a LLP carries on a business with a view of profit it will be treated as a "partnership" in respect of all of its activities, including any activities which are not carried on with a view of profit.
It is the persons who are registered as members of the LLP who carry on the business. If a LLP carries on a trade then each registered partner is taxable on the income they derive from the LLP as self-employed trading profits notwithstanding the fact that the registered member may have been a salaried partner (an employee) in a predecessor general partnership.
For those members chargeable to income tax, their share of the partnership's profits to be charged to tax is calculated in accordance with the rules set out in ITTOIA05/S849 and for those members chargeable to corporation tax in accordance with the rules set out in ICTA88/S114. There are two exceptions to the normal rule. These are where: - 1. The LLP does not carry on a business with a view to profit. In these circumstances ICTA88/S118ZAand ITTOIA05/S863 do not apply (some members clubs or societies fall within this narrow category), and 2. The LLP is in liquidation or is being wound up by the order of the Court.
In these circumstances the LLP will be regarded as a "body corporate" for the purposes of the Tax Acts and will itself be chargeable to corporation tax on its taxable profits or gains. But where the LLP only temporarily ceases to carry on a business with a view of profit (ICTA88/S118ZA (3)(a) and ITTOIA05/S863 (3)(a)), or the LLP is being wound up, and: -
The period of the winding up is not unreasonably prolonged, and
The winding up is not connected in whole or in part with the avoidance of tax (ICTA88/S118ZA (3)(b) and ITTOIA05/S863 (3)(b)).
Then the LLP will continue to be regarded as a partnership, that is as transparent, for the purposes of the Tax Acts.
If you're an employer, use form P11D at the end of the tax year to report expenses and benefits you've provided to LLP' members or to employees earning at a rate of £8,500 or more per year. You must also provide a copy to the member or employee, as they will need it to complete their end of year tax return.
Limited Liability Partnership LLP TMA
Where a LLP is treated as a "partnership" for the purposes of the Tax Acts then the TMA provisions relating to partnerships and to partners apply equally to the LLP and to the members of the LLP. Examples of such provisions include TMA70/S12AA (issue of partnership returns), TMA70/S12AC (enquiries into partnership return), TMA70/S19A (power to call for documents), TMA70/S28B (closure of enquiries), TMA70/S30B (discovery and partnerships) and TMA70/S93A and TMA70/S95A (penalties).
If exceptionally a LLP is regarded as a "company" for the purposes of the Tax Acts the TMA provisions relating to companies will apply to that LLP.
Where an old partnership incorporates as a LLP during an accounting period then, if the partners so wish, they need only make a single partnership return for the one tax year. They may do this even if the partnership changes its accounting date. The old partnership and the new LLP also need only make a single PAYE return for the tax year in which the old partnership incorporates as the new LLP.
Accounting and Audit Exemptions for Small Limited Liability Partnerships
Although all limited liability partnerships (LLPs) have to submit some form of accounts to Companies House, these accounts don't have to be audited for financial years starting before 6 April 2008 or prior to 1 October 2008 for LLPs if you: -
Qualify as a small LLP for the purposes of filing abbreviated accounts;
Have a turnover of no more than £5.6 million;
Have a balance sheet total of no more than £2.8 million.
For financial years starting on or after 6 April 2008, to qualify for total audit exemption, an LLP must: -
Qualify as a small LLP;
Have a turnover of no more than £6.5 million;
Have a balance sheet total of no more than £3.26 million.
Small and medium-sized LLPs can take advantage of the higher thresholds for accounting periods starting on or after 1 October 2008. In these cases you can submit audited accounts if you wish, but it's not compulsory. Bear in mind there can be drawbacks. Banks, credit managers and your customers and suppliers rely on information from Companies House to assess creditworthiness and will be reassured by an independent audit. If you decide to submit audited accounts, you must appoint an auditor.
Even if a small company meets the criteria, it must still have its accounts audited if any of the following ask for an audit: a member or members holding at least 10 per cent of the value of issued share capital or 10 per cent of any class of shares. Recent changes to the rules have allowed some small financial services businesses and some small businesses, such as home-finance providers, that comply with Sharia law to qualify for an audit exemption. However, businesses taking advantage of the audit exemption should be aware that shareholders who own 10 per cent or more of the company still have the right to ask for an audit.
Audit Exemptions for Dormant Limited Liability Partnerships
A limited liability partnership (LLP) is dormant if it has had no 'significant' accounting transactions during a financial year. A significant accounting transaction is one which the LLP should enter in its accounting records. Some dormant LLPs can't take advantage of audit exemptions. They include regulated financial companies and insurance market businesses. If your LLP is dormant, you can generally claim an exemption from sending in audited accounts and need only prepare and deliver an abbreviated balance sheet and notes to Companies House.
Unaudited dormant accounts are much simpler than those of a trading LLP. However, they must contain: -
An abbreviated balance sheet stating that the LLP was dormant throughout the accounting period;
Any previous year's figures for comparison;
Notes to the balance sheet - covering a wide range of information (the information required differs for LLPs).
The right to prepare a dormant balance sheet for filing at Companies House does not affect a LLP's obligations to prepare full accounts for its members. Remember that if your LLP starts trading again, full accounts would then be needed for that period and you might need to appoint auditors.
Examining Accounts: Accountants and Auditors - Audit Requirement Other Conditions
The LLP still has to qualify as a small LLP, which is dependent on meeting a number of limits over a 2 year period, unless it is the first year of trading. There are some complex transitional provisions that we have not outlined here, so talk to your compliance accountant if this needs to be clarified.
Economy
Premier
Deluxe
English and Wales Limited Liability Partnership from only £125.00!
All inclusive limited liability partnership (LLP) registration. Each limited liability partnership package includes all statutory paperwork and is fully compliant with company and partnership law. All our limited liability partnerships are registered as general trading LLPs and can be used to conduct any type of business. A certificate of registration, the partnership agreement, and other relevant documents will be sent directly to you via e-mail immediately following the formation of your LLP. We will incorporate your LLP from scratch using your own registered office address, and appoint your own candidates to the roles of members (partners). Upon formation, these details will be recorded as the original details of your LLP. All government and filing fees are included in the cost of our packages. It will take just couple of minutes to complete the online registration form, then your limited liability partnership could be up and running within 4-6 working hours.
THE ECONOMY PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. Laminated hard-copy of the certificate of registration - £5.95. 2. Hard bound copies of your partnership agreement (four different options) - £14.00. 3. Two membership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £35.00. 5. A partnership kit: register of members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
English and Wales LLP With a Registered Office Address in England For Just £175.00!
All inclusive limited liability partnership registration. Each limited liability partnership package includes all statutory paperwork and is fully compliant with company and partnership law. All our UK LLPs are registered as general trading partnerships and can be used to conduct any type of business. A certificate of registration, the partnership agreement, and other relevant documents will be sent directly to you via e-mail immediately following the incorporation of your LLP. We will register your limited liability partnership from scratch using one of our own registered office addresses in England, and appoint your own candidates to the roles of members (partners). Upon incorporation, these details will be recorded as the original details of your limited liability partnership. All government and filing fees are included in the cost of our LLP registration packages. It will take just couple of minutes to complete the online registration form, then your LLP could be up and running within 4-6 working hours.
THE PREMIER PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. A laminated hard-copy of the certificate of registration - £5.95. 2. Hard bound copies of your partnership agreement (four different options) - £14.00. 3. Two memebership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £35.00. 5. A partnership kit: register members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
English and Wales LLP Registration with a Registered Office Address and Two Nominee Members For Just £525.00!
All inclusive UK LLP incorporation. Each limited liability partnership package includes all statutory paperwork and is fully compliant with company and partnership law. All our UK limited liability partnerships are registered as general trading partnerships and can be used to conduct any type of business. We will incorporate your LLP from scratch using one of our own registered office addresses in England; appoint our two candidates to the role of a nominee members (partners). Upon LLP incorporation, these details will be recorded as the original details of your limited liability partnership. All government and filing fees are included in the cost of our packages. The following documents, will be posted to you upon formation of your LLP: a hard bound copy of corporate documents includes: a laminated copy of the certificate of registration of your LLP, a hard bound copy of the partnership agreement, a hard bound copy of the minutes of the first meeting of members (partners), power of attorney, membership certificates, and your partnership register. It will take just couple of minutes to complete the online LLP registration form, then your LLP could be set-up and running within 4-6 working hours.
THE DELUXE PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. An additional laminated hard-copy of the certificate of incorporation - £5.95. 2. An additional hard bound copies of your partnership agreement (four different options) - £14.00. 3. Additional two membership certificates printed in an elegant format - £8.00. 4. Certificate of good standing - £35.00. 5. A partnership kit: register of members, and debentures, and a minute book - £40.00. 6. Partnership pliers seal - £20.00. 7. Partnership tailor-made rubber stamp - £17.00. 8. Domain name registration for two years - £16.00. 9. Notarisation & apostille certification of the LLP documents.
The LLP must not be part of a group unless the whole group qualifies as a small group. Again the definitions can be complex so check with your local compliance accountant if necessary.
The LLP is not registered under the Financial Services and Markets Act 2000 to carry on regulated activity, or registered as a trade union or employers' association, where there is no audit exemption. The exemption therefore will not apply to many companies and limited liability partnerships in the financial services industry.
The LLP is not also a charity where lower limits apply. The whole issue of exemption for charities is under review as charities incorporated as LLPs have different exemption limits from other charities where the limits are lower.
Members have not requested an audit - members holding at least 10% of the membership capital can still force the LLP to have an audit if they wish but no other parties can force the limited liability partnership to have an audit.
These regulations do not relax the requirement for LLPs to prepare accounts, only the requirement to have them audited. LLPs are still required to file full or abbreviated accounts with Companies House and to provide full accounts for their members.
Limited Liability Partnerships Accountants and Auditors: Who can Audit?
The Companies Act 2006 consolidates previous legislation concerning the regulation and supervision of auditors. Only properly supervised and appropriately qualified auditors can be appointed. Statutory auditors must be registered with a supervisory body and must be eligible for appointment under the rules of that supervisory body. The following bodies have been recognised by the Secretary of State: -
The Institute of Chartered Accountants in England and Wales;
The Institute of Chartered Accountants of Scotland;
The Institute of Chartered Accountants in Ireland;
The Chartered Association of Certified Accountants;
The Association of Authorised Public Accountants.
The number of persons entitled to sign an audit report is much smaller than the total number of qualified accountants belonging to the bodies listed above. The professional bodies require their members to apply for a practising certificate before they can take responsibility for audits. Such certificates are held by accountants who are sole practitioners or partners offering services to the public in such areas as auditing, taxation and accounting.
In order to be granted a practising certificate, an accountant must show that he or she has had sufficient practical experience and maintains proper professional standards. A person entitled to sign an audit report is described as a "Registered Auditor" and you should normally find this term used on audit reports. You should bear in mind that much audit work is delegated to junior staff, who may not be professionally qualified and probably under training.
Limited Liability Partnership (LLP) International Aspects
UK Branches of Overseas LLPs The tax treatment of a UK branch of an overseas LLP, and the members of such a LLP, depends on how the foreign entity is regarded for the purposes of the UK taxation provisions. Where the foreign LLP is regarded as a "body corporate" for the purposes of the UK Taxes Acts the profits of the UK branch will be chargeable to CT. On the other hand if it is regarded as a partnership then members are separately liable to tax on their share of the branch’s profits under the existing legislation for partnerships rather than under the LLP Act. The latter Act only applies to UK registered LLPs.
English, Wales, Scottish and Northern Irish Double Taxation Relief Where an overseas tax authority regards a foreign branch of a UK LLP as a "body corporate" the UK members will be entitled to claim tax credit relief in respect of their proportionate share of the foreign tax paid on the overseas branch's profits.
English, Scottish and Irish LLP' Dividends A UK LLP is not itself "liable to tax" in the UK as the LLP tax provisions identify other persons (i.e. the members) as the persons who are to be taxed. Accordingly for the purposes of the Double Taxation Agreements (DTAs) the LLP is not regarded as being resident in the UK and cannot itself therefore claim relief from foreign taxes under such agreements. As is now the case with ordinary and limited partnerships the members must make the claim.
Assuming they are UK residents in accordance with the provisions of the relevant DTA the members of a LLP are entitled to relief for any withholding tax on overseas dividends. Normally a DTA provides for withholding tax of a maximum of 15% to be deducted and relief for that tax given. Where a partner is an individual then no relief is due in respect of the taxes paid (the underlying taxes) on the profits out of which the dividend is paid.
In the very narrow circumstances where the LLP is not treated as transparent, but instead as a body corporate for tax purposes (such as when the LLP is in liquidation or being wound up in circumstances where transparency cannot be retained), we take the view that the LLP can itself claim relief for foreign taxes, including if appropriate underlying tax.
Set Up and Register a Limited Liability Partnership (LLP) - The Members of an LLP
The members of an LLP normally share in both the responsibilities of running the business and the profits that it makes. Exactly how their rights and responsibilities are defined and divided depends on the LLP's partnership agreement or 'deed of partnership'. Designated members have some extra responsibilities on top of those of ordinary members. Designated members have to ensure that the LLP meets its legal obligations by: -
Appointing an auditor - if one is needed;
Preparing and signing the accounts on behalf of the members;
Delivering the accounts to Companies House;
Notifying Companies House of any membership changes, or of a change to the registered office address or name of the LLP;
Preparing, signing and delivering the annual return to Companies House;
Acting on behalf of the LLP if it is wound up and dissolved.
Designated members are legally accountable if they fail to carry out their duties properly.
Establish a Limited Liability Partnership (LLP) - LLP Records
An LLP must keep and maintain a register of members. If the LLP issues debentures it must keep a register of debenture holders and if it enters into a charge it must keep a register of charges together with the instrument creating the charge. All these registers must also be kept available for inspection. Additionally an LLP must maintain a register of members' residential addresses but this is not available for public inspection.
You may keep all or any of these records at the LLP's registered office. The LLP may choose an alternative location to make these records available for inspection. The LLP can only have one alternative location to the registered office at any given time. That location must be in the same part of the UK as the registered office, e.g. an LLP registered in England and Wales can have an alternative inspection location in England and Wales, but not in Scotland or Northern Ireland. The LLP may choose to keep some records at its registered office and some at its alternative inspection location provided that all the records of a type are kept together.
If you do not keep all your records at the LLP's registered office, then you need to tell to Companies House the address of your alternative inspection location or any change in that address. You also need to tell to Companies House which records you hold there, and when any of the records return to the registered office.
Incorporate a Limited Liability Partnership (LLP) - Annual Return
Every LLP must deliver an annual return to Companies House within 28 days of its made-up date. An LLP's designated members are responsible for ensuring that: -
They deliver the annual return to Companies House; and
It gives a true picture of the LLP at the made-up date.
If you do not deliver an annual return the registrar may assume that your LLP is no longer in business or operation and take steps to strike it off the register.
Remember: It is a criminal offence not to deliver the annual return within 28 days of the made-up date, for which the LLP and designated members may be prosecuted.
General Advantages of the UK Limited Liability Partnership: -
1. Liability is, in the vast majority of cases, strictly limited to the investments made by the members. 2. LLP' members are not personally liable for their actions unless there is a clear and serious breach of their fiduciary duty. 3. The liability of the members of a limited liability partnership is limited to the amount of their contribution, which may be as little as £1.00. 4. Limited liability partnerships are not subject to corporate income tax. The Limited Liability Partnership Act confers the same tax transparency as for partnerships: members are considered self-employed for tax purposes. 5. The rights of members (partners) are normally clearly defined and protected. 6. Members may be residents outside of the United Kingdom. A minimum of only two members is required. Members may reside anywhere in the world and may be bodies corporate registered in the UK or elsewhere. 7. As a separate legal entity, a limited liability partnership may own property, sue, and be sued. 8. The structure of a limited liability partnership is more suitable for a group of people engaging together in a property or finance venture where it may be necessary to account for partners coming and going more frequently than you would expect in a normal partnership business. 9. After a limited liability partnership is registered, there are no obligations for it to start trading within a specified time period. 10. A limited liability partnership provides a more flexible management structure.
An annual return is a snapshot of information at the made-up date. It is separate from the LLP annual accounts. An annual return must contain the following information: -
The name of the LLP;
Its registered number;
The date to which the annual return is made up;
Its registered office address;
The address where any LLP records are kept if not at the registered office, and the records that are kept there; and
Details of all the LLP’s members (corporate or individual), and whether they are designated members.
What is the Made-up Date? This is the date at which all the information in an annual return must be correct. The made-up date is usually the anniversary of: -
The incorporation of the LLP; or
The made-up date of the previous annual return registered at Companies House.
Register a Limited Liability Partnership (LLP) - Late Filing Penalties
Parliament introduced late filing penalties in 1992 to encourage the filing of accounts and reports on time, because this information is required for the public record. All LLPs, whether trading or not, must send their accounts and the auditor's report on those accounts (unless exempt from audit), to Companies House by the filing deadline. If the designated members submit the LLP's accounts late the law imposes an automatic penalty.
The period allowed for filing your LLP’s accounts depends on whether you are filing your first accounts since incorporation or subsequent accounts: -
First accounts: if your first accounts cover a period of more than 12 months, they must be delivered to Companies House within 21 months of the date of incorporation or 3 months from the end of the accounting reference period which ever is longer. If the first accounts cover a period of 12 months or less, they must be delivered within 9 months from the end of the accounting reference period.
Subsequent accounts: in subsequent years you have 9 months from the end of the accounting reference period to file the accounts. However if you change the accounting reference period the filing time may be reduced.
If you are a designated member of an LLP, you are personally responsible for ensuring you deliver the LLP accounts before the time allowed runs out. Delivery means actual receipt at Companies House in the correct format. If they are late a penalty is automatically imposed.
How Much are Late Filing Penalties?
Not more than 1 month £150.00;
More than 1 month but not more than 3 months £375.00;
More than 3 months but not more than 6 months £750.00;
More than 6 months £1,500.
Please Note: your LLP could receive a late filing penalty and the designated members could incur a fine for the same set of accounts if you do not file the accounts within the filing deadline.
If you deliver your accounts late and the auditor's report (if any) on those accounts, Companies House will automatically issue an invoice to the LLP's registered office address. The penalty notice gives details of the penalty/penalties imposed on the LLP. It shows the last date for filing, the date of filing of the accounts and the level of the penalty imposed. If you do not pay the penalty, Companies House will ask their debt collectors to take action. Ultimately the matter will be decided in the County Court or Sheriff Court. You may wish to consider seeking professional advice because Companies House may seek to recover their legal costs if the court finds in favour of the registrar.
UK LLP Registration & Incorporation: Live Help
You can chat with one of our advisors right now. Just click on the image to the left to start chatting. Live Help is a real time chat feature which enables you to interact with our customer service representative or our business consultants without a phone call. Get answers to your questions while using our web-site. Clicking the "Live Help" button will start an online session with one of our representatives. Live Help is currently available during normal business hours. Outside of the indicated below opening hours, our Live Help centre will be closed, when you click on the chat button, you will see an e-mail form that allows you to send us an e-mail request with your questions. Our Live Help is free, there are no hidden fees.
Dear customers, ladies and gentlemen, while having a chat session with our visitors, we are frequently requested to give an advice on tax planning or business structuring, and we would like to inform you that it is against our principles to provide an online free advice pertaining to these issues.
The points and tips that can be covered during a chat session include: our packages, services description and charges, legal requirements to start-up a business (in the UK or offshore), bank account arrangements, trademark registration, post incorporation services, notaries, consulate or apostille legalisation and other authentication services, documentation preparation and filing, mail forwarding overseas, telephone, fax and virtual office facilities, bookkeeping and accounting services, offshore incorporation service, ways to place an order, methods of payment etc.
If you wish us to provide you an advice or recommendations on tax savings and tax minimisation, or corporate business structuring methods, you should be aware that this service has chargeable elements.
Our hours of operation are posted on the contact page at all times. Live Chat assistance is only available during following hours: 9:30 a.m. - 17:30 p.m.
Our Office Opening Hours:
Monday - Friday: 8:30 a.m. to 18:00 p.m. Saturday: offices are closed Sunday: offices are closed Holidays: offices are closed on all recognised UK holidays.
Money and Payment Policy
Coddan accepts all major currencies; we accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Maestro, Solo, and Delta, we also accept cheques (may be held 10 days to clear) or cash deposit, and bank transfers from anywhere to our bank accounts. After you place an order, details about the banking transfer will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our phone number that is given on the order confirmation. The customer is responsible for the reimbursement of any bank wire transfer payments.
Our credit card payment processing is by WorldPay - an important part of The Royal Bank of Scotland Group, the 5th biggest banking group in the world. We do not charge surcharges for the debit and credit card transactions. Credit or debit card payment is now authorised online in real time. You will be informed immediately if your credit or debit card is declined. If declined, you may check the accuracy of the card number and expiration date, or choose a different card to try.
We need to receive a payment before we can proceed with a new company formation. For regular or corporate clients, we can open a professional credit account. However, this benefit cannot be provided to a new customer, who never placed orders with us.
If you do not feel comfortable transmitting your credit card details on the Internet, we suggest you place an order online, choose the option "Credit Card via the Phone" as the payment method, and then phone in to give us your credit card number over the phone. We will charge your credit card manually. We can also accept credit or debit card payments by fax, to do so, we will e-mail you a credit or debit card authorisation form, and you will need to print out the form, complete the details by hand and send it to us by fax to: + 44 (0) 207.504.3531.
Check Your Order Status
£ 125.00
Nominee LLP Designated Member Service for Public Records for one year:
It is a perfectly legal device which preserves the privacy of an individual. It is designed to help a person who would rather not disclose their interest or association with a given corporate body (LLP).
+44 (0) 207.935.5171
+44 (0) 141.530.8188
+44 (0) 289.099.8744
