UK LLP Company Formation

General information

Company structure

• Two or more designated members (can also be a legal persons, no nationality or residency restrictions)

Confidentiality

• Beneficial owners' details – disclosed to the Registered Agent of the company and is held by the agent on a confidential basis.
• Information on members will be seen on the website of HM Companies House.

Taxation

• LLP’s are taxed quite differently from the companies in that the profits are treated as the personal income of the members as if they had run their business as a partnership. LLP’s will be tax transparent for UK purposes. However, it is unclear whether other jurisdictions will treat LLP’s in this way. It is possible that some jurisdictions will ignore the situation in the UK and treat them as corporations and tax them accordingly. LLPs which have no business activities in UK, do not derive any income from UK sources, and are managed and controlled by Members who are not UK residents, are not regarded as residents for tax purposes in UK and therefore are not entitled to take advantage of international Double Taxation agreements concluded by the UK with other countries.

Other benefits

• There are no restrictions on form of meeting for partners and no restriction for place of meeting.

Accounting requirements

LLP’s must produce and publish financial accounts with a similar level of detail to a similar sized limited company and will have to submit accounts and an annual return to the Companies House each year. This publication requirement is far more demanding than the position for normal partnerships and some specific accounting rules may lead to different profits from those of a normal partnership. The legislation also requires that the profit share of the highest earning member is published if the LLP’s profits exceed £200,000. A further tax consideration arises in respect of overseas operations. A nominated member of the LLP will be responsible for informing the Inland Revenue of the LLP’s existence and for filling in the annual Partnership tax return. This return will also contain a ’Partnership Statement’ which shows how profits have been divided up amongst the members.

Secretary

Not Required

Registered Agent

Not Required

Registered office

Required

Company name

• Language: Any
• Letters: From Roman alphabet
• Company name must end with: Limited Liability or LLP
• Restricted Names: Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society British, National, Great Britain, United Kingdom, England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish – (if the words are used as a suffix, they are normally allowed)
• Names Requiring Consent or a Licence: assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reinsurance, savings, trust, trustees, university

N.B.

• The initials GB or UK do not require approval.
• ’European’ - will not be approved if they imply unjustifiable connection with EU. ‘International’ - as prefix major activity must be overseas trading, as suffix, company activity must be in 2 or more overseas countries or any other words deemed sensitive or offensive.
• Restricted connections for company name: name of state, national or local government.
• Any name that implies illegal activity or implies royal or government patronage is restricted.
• Registrar may reject any name which it considers undesirable or contrary to the public interest.
  
• Company name is restricted to be identical or similar that of an existing company.
• In case when foreign language is used for company name the translation in English may be asked by Registrar to ensure conformity to above listed restrictions.