Starting a business is exciting, but it comes with important decisions - like choosing the right structure. A Limited Liability Partnership (LLP) gives you the flexibility of a partnership with the added protection of limited liability for its members. Here’s a simple guide to help you register an LLP in the UK, covering everything from naming rules to how long the process takes.
What is an LLP?
A Limited Liability Partnership (LLP) is a business structure that blends features of both partnerships and limited companies. It’s perfect for businesses where all members want to be involved in running the company while keeping their personal liability limited. Unlike a traditional partnership, members are only responsible for debts up to the amount they’ve invested or agreed to guarantee.
LLPs are commonly used by professional service firms, including law practices, accountancy firms, and consulting businesses, where shared management is key. This structure provides protection and flexibility, making it a popular choice for collaborative enterprises. You can learn more in our complete guide to what an LLP is.
Who can set up a new LLP?
Any two or more individuals or legal entities (such as companies) can set up an LLP. The members do not need to be UK residents or citizens, making this structure attractive for both domestic and international partnerships. However, at least two members must be designated as responsible for legal filings and compliance with statutory obligations.
What do you need to register an LLP?
To register a Limited Liability Partnership (LLP) in the UK, you must gather essential information and meet specific requirements:
A unique LLP name: Choose a name that is not already in use or too similar to an existing business name. It must also comply with legal naming rules to avoid rejection by Companies House.
Registered office address: This is the official address where correspondence from authorities like HMRC and Companies House will be sent. The address must be a physical location in the UK, and it will appear on the public register.
Details of members: An LLP must have at least two members. You’ll need their full names, dates of birth, addresses, and roles. Members can be individuals or legal entities, such as companies. At least two members must act as designated members, responsible for compliance with legal and filing obligations.
LLP agreement (optional but advisable): While not a legal requirement, an LLP agreement outlines how profits are shared, decision-making procedures, and what happens if members leave. It provides clarity and helps avoid disputes.
Nature of business (SIC code): A Standard Industrial Classification (SIC) code defines your business’s primary activity. This code will be part of your registration.
How to register an LLP
Registering an LLP with Companies House is relatively straightforward. Here’s a detailed walkthrough:
Step 1: Choose a suitable name
Your LLP name must adhere to the naming rules. It should be unique, not offensive, and comply with regulations if it uses restricted words (like 'Royal' or 'British'). A search on the Companies House name availability checker can prevent issues later.
Step 2: Decide on members and designated members
Select at least two individuals or legal entities as members. Identify two designated members who will handle statutory filings and legal compliance.
Step 3: Prepare your registered office address
Ensure the chosen address is within the UK and accessible for receiving legal correspondence. It can be your home, an office, or a registered office service provider.
Step 4: Complete the application (LL IN01)
You can register your LLP by completing form LL IN01, either online or by post:
Online registration: Register directly on the Companies House website. This is the fastest method, with a processing fee of £50.
Postal registration: If filing by post, send the completed LL IN01 form to Companies House with a £71 fee. This process takes longer, typically around 10 working days.
Step 5: Submit your application
Upon submitting your application, Companies House will review your details. If accepted, you’ll receive a Certificate of Incorporation confirming the LLP’s legal existence.
How long does it normally take?
LLP registration through Companies House typically takes 1 to 2 business days for online applications and up to 10 business days if submitted by post. The speed depends on the completeness and accuracy of your application.
Rules on LLP names
Selecting an appropriate name is crucial, and strict rules apply. By following these rules, you can avoid delays and ensure smooth registration.
Uniqueness: Your LLP’s name cannot be identical to or too similar to another registered name. Use the Companies House online tool to check availability.
Prohibited and sensitive words: Certain words (like 'Chartered' or 'Bank') require permission. Offensive or misleading terms are not allowed.
Name ending: An LLP’s name must end with 'Limited Liability Partnership' or 'LLP' to indicate its legal structure.
Avoiding trademark conflicts: Check for registered trademarks to ensure your name does not infringe on existing rights.
FAQs
Where do you register an LLP?
In the UK, you register an LLP with Companies House, the government agency responsible for company registration and records. You can complete the process online, by post, or through an agent offering incorporation services.
What’s the difference between an LLP and an LTD?
An LLP is distinct because it operates as a partnership with limited liability, whereas a limited company has shareholders and directors, offering different tax and management implications.
Does an LLP need a memorandum or articles of association?
No, LLPs do not have a memorandum or articles of association. Instead, members usually create an LLP agreement, which outlines their roles, responsibilities, and how profits are shared. While not legally required, having an LLP agreement can help prevent disputes.
Final thoughts
Registering a Limited Liability Partnership (LLP) can provide flexibility and protection for business partners. By understanding the steps, rules, and potential challenges, you’ll be well-prepared to set up an LLP and enjoy its benefits. Whether you handle registration yourself or use a professional service, ensuring compliance with UK business law is key to long-term success.
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