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LIMITED LIABILITY PARTNERSHIP FORMATION IN THE UNITED KINGDOM

The limited liability partnership is a relatively new type of entity form available in the United Kingdom. Its introduction filled a gap in the range of entity types available in the United Kingdom by providing a structure which is as flexible as a partnership while offering limited liability to its members.

Although a distinct legal entity, a limited liability partnership is not subject to any corporate income tax, rather, partnership profits are distributed to its members, according to a pre-arranged formula codified in the partnership agreement, who pay personal income tax on their income from the partnership.

Coddan offers a comprehensive range of options to assist you in forming a limited liability partnership in the United Kingdom. Our limited liability partnership formations in the United Kingdom typically take between four and six working days to effect, and start from just ?125. We also provide a wide range of related and post-formation services designed to facilitate the efficient running of your business.

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Services Our limited liability partnership packages Our formation services Our related and post-formation services Ready-made limited liability partnerships	Information Limited liability partnerships The advantages of a limited liability partnership The difference between members and designated members Downloadable forms Additional information

Limited liability partnerships

A limited liability partnership is a legal entity form offered in the United Kingdom which limits the liability of its owners and members. This form of business entity is roughly equivalent to a hybrid between a partnership and a limited company, operating under a combination of partnership and company law.

A limited partnership formed in the United Kingdom overcomes two perennial problems associated with traditional partnerships whose liability is not limited: mutual agency of a partnership leading to joint and severable liability between the partners, and, unlimited liability of individual partners exposing their own wealth and personal assets to the same risks borne by the partnership's assets.

Instead of issuing shares to raise funds, the members of a limited liability partnership are its investors and are issued interest certificates which reflect the amount of their investment in the partnership. The members run and own the partnership, the amount of income that they will earn, and the extent of their powers, are contingent upon the percentage of their ownership, and are codified in the partnership agreement.

The limited liability partnership itself is not subject to any corporate income tax in the United Kingdom; instead, the profits are distributed to the members who pay personal income tax on their income from the partnership. The members are also liable to make national insurance contributions and are subject to capital gains taxation.

The management of a limited liability partnership will generally be conducted by the designated members, who can be viewed as being akin to directors. Two or more members must be designated members, who have a statutory responsibility for certain tasks including reporting obligations. The designated members may be to subject to fines in the event of their failure to undertake these duties. Unless the registrar is advised which members are designated members, all members of the limited liability partnership will be deemed to be designated members.

The main characteristics of a limited liability partnership in the United Kingdom are as follows:

• there must be, at minimum, two members
• at minimum, two of the members must be designated members
• a registered office address in the United Kingdom is required
• the names of the members of a limited liability partnership are available on the public record
• accounting records must be maintained
• annual accounts and returns must be submitted to the registrar
• although itself not subject to taxation, a limited liability partnership must file an annual informational tax return
• a limited liability partnership must be a commercial venture operating for profit

The advantages of a limited liability partnership
The main advantages of a limited liability partnership are as follows:

• all of the members enjoy limited liability
• the liability of the members is limited to the amount of their investment in the partnership
• unlike a company which may only trade within the objects stated in its memorandum of association, a limited liability partnership has unlimited capacity
• a limited liability partnership provides for a more flexible management structure
• a limited liability partnership is transparent for tax purposes and will be taxed in a similar way to a partnership, with members being taxed individually on their share of the limited liability partnership's income or gains.

Our formation services

The limited liability partnership is a relatively new type of entity form available in the United Kingdom. Its introduction filled a gap in the range of entity types available in the United Kingdom by providing a structure which is as flexible as a partnership while offering limited liability to its members. Although a distinct legal entity, a limited liability partnership is not subject to any corporate income tax, rather, partnership profits are distributed to its members, according to a pre-arranged formula codified in the partnership agreement, who pay personal income tax on their income from the partnership.

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Our limited liability partnership packages

Coddan offers three packages which are designed to meet the varying needs of our clients. Our Economy package is perfect for residents of the United Kingdom who wish to form a limited liability partnership with their own members, and registered office address.

Our Premier package has been designed for those clients who are non-residents of the United Kingdom, or who require a prestigious registered office address in a specific city within the United Kingdom.

If you do not have the requisite minimum members, or if you prefer to maintain a level of anonymity for legitimate business reasons, our Deluxe package is the perfect solution. In addition to a prestigious registered office address, with our Deluxe package, Coddan will act as a nominee designated member for your partnership allowing the beneficial member's name to be left off the public record.

Economy limited liability partnership package for just ?125
The Economy limited liability partnership package is a fast and easy formation option. It is ideal for small to medium businesses who wish to appoint their own members, and who have their own registered office address within the United Kingdom. It includes:

• The submission of your application and registration of your partnership within four to six working days
• The payment of initiation, and the first year's registration fees
• A laminated certificate of registration
• A bound copy of the partnership agreement
• A bound copy of the combined partnership register
• The minutes of the first members' meeting
• Membership certificates and completed members' register

All of the documents included in this package are sent directly to you via royal mail.

This option allows you to immediately appoint your own members. Upon registration, these appointees will be recorded as the original members of the partnership. A myriad of equity or debt financing options are available to partnerships that are registered in a person’s name where that person is responsible for the operations of the partnership.

Different types of entity require different combinations of officers; a limited liability partnership in the United Kingdom must have at least two members, and at least two of the members must be designated members. If you do not have the requisite officers, or if you wish to protect your privacy, you can use our nominee member services.

The Economy package can be upgraded with the addition of many complementary services, including: commercial and investment banking introductions, management services, administrative services, domain name registration, additional sets of partnership documents, nominee member services, book keeping and accounting services, notarisation and apostille services.

Order the Economy limited liability partnership package: Economy limited liability partnership package ?125 (including the payment of initiation, and registration fees)

For more information: email info@ukincorp.co.uk, or use our Live Chat service, or call: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 207 637 3881, Fax: +44 20 7681 3318

Premier limited liability partnership package for just ?175
The Premier limited liability partnership package is a fast and easy formation option. It is ideal for non-residents of the United Kingdom, or for those requiring a prestigious registered office address in a specific city within the United Kingdom. It includes:

• The submission of your application and registration of your partnership within four to six working days
• The payment of initiation, and the first year's registration fees
• A laminated certificate of registration
• A bound copy of the partnership agreement
• A bound copy of the combined partnership register
• The minutes of the first members' meeting
• Membership certificates and completed members' register

Our United Kingdom limited liability partnerships are established as general trading partnerships, and as such are able to conduct most kinds of business. Starting from just ?125.00, we offer a range of packages designed to suit the varying requirements of our customers. Our United Kingdom limited liability partnership formations typically take between four and six days to effect, and include: a Certificate of Registration, the Partnership Operating Agreement, and the payment of all initiation fees. Upon formation of your United Kingdom limited liability partnership, we will send all of the partnership documents directly to you via royal mail. THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE: 1. LLP Pliers Seal - ?20.00. 2. Domain Name Registration for two years - ?16.00. 3. Provision of a Registered Office Address for 12 months - ?50.00. 4. Provision of a Nominee Designated Member for 12 months - ?125.00. 5. Certificate of Good Standing - ?35.00. 6. Notarisation & Apostille of Documents. Call any one of our offices: Monday - Friday: 9:30am to 17:30pm +44 (0) 207.748.3039 +44 (0) 800.081.1510 +44 (0) 141.530.8188 +44 (0) 289.099.8744 info@ukincorp.co.uk Click on the button below to incorporate online:

All of the documents included in this package are sent directly to you via royal mail.

This option allows you to immediately appoint your own members. Upon registration, these appointees will be recorded as the original members of the partnership. A myriad of equity or debt financing options are available to partnerships that are registered in a person’s name where that person is responsible for the operations of the partnership.

This package also includes the first year's fees for a local registered office address, which is a statutory requirement in the United Kingdom. The yearly renewal fee for this package is ?50, which includes the cost of a registered office address.

Different types of entity require different combinations of officers; a limited liability partnership in the United Kingdom must have at least two members, and at least two of the members must be designated members. If you do not have the requisite officers, or if you wish to protect your privacy, you can use our nominee member services.

The Premier package can be upgraded with the addition of many complementary services, including: commercial and investment banking introductions, management services, administrative services, domain name registration, additional sets of partnership documents, nominee member services, book keeping and accounting services, notarisation and apostille services.

Order the Premier limited liability partnership package: Premier limited liability partnership package ?175 (including the payment of initiation, and registration fees)

For more information: email info@ukincorp.co.uk, or use our Live Chat service, or call: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 207 637 3881, Fax: +44 20 7681 3318

Deluxe limited liability partnership package for just ?425
The Deluxe limited liability partnership package is a fast and easy formation option. It is ideal for small to medium businesses who require a registered office address, and a nominee designated member in order to maintain anonymity. It includes:

• The submission of your application and registration of your partnership within four to six working days
• The payment of initiation, and the first year's registration fees
• A laminated certificate of registration
• A bound copy of the partnership agreement
• A bound copy of the combined partnership register
• The minutes of the first members' meeting
• Membership certificates and completed members' register

All of the documents included in this package are sent directly to you via royal mail.

By using the nominee designated member service which is included in this package, you can protect your privacy by not having your name listed on the public record as a member. You will retain full control and ownership of the membership by virtue of a special agreement between Coddan and yourself.

This package also includes the first year's fees for a local registered office address, which is a statutory requirement in the United Kingdom. The yearly renewal fee for this package is ?300, which includes the cost of a registered office address, and of a nominee designated member.

Different types of entity require different combinations of officers; a limited liability partnership in the United Kingdom must have at least two members, and at least two of the members must be designated members. If you do not have the requisite officers, or if you wish to protect your privacy, you can use our nominee member services.

The Deluxe package can be upgraded with the addition of many complementary services, including: commercial and investment banking introductions, management services, administrative services, domain name registration, additional sets of partnership documents, nominee member services, book keeping and accounting services, notarisation and apostille services.

Order the Deluxe limited liability partnership package: Deluxe limited liability partnership package ?425 (including the payment of initiation, and registration fees)

For more information: email info@ukincorp.co.uk, or use our Live Chat service, or call: Call FREE 0800 081 1510, Overseas Residents: +44 845 020 4269 or +44 207 637 3881, Fax: +44 20 7681 3318

The difference between members and designated members
Members
When a limited liability partnership is formed, the members are the people named on the incorporation document; these are the owners and investors of the business. The mutual rights and duties of the members of a limited liability partnership are governed by the limited liability partnership agreement or by law.

Every member is the agent of the limited liability partnership and the partnership is bound by anything done by a member on its behalf, unless the member had no authority to act in that capacity on behalf of the limited liability partnership, or if the person with whom the member is dealing knows that the member had no authority to act or had no knowledge of his or her membership of the limited liability partnership.

Designated members
Designated members have the same rights and duties towards the limited liability partnership as any other member; however, the law also places extra responsibilities on designated members. In particular, designated members are responsible for:

• appointing an auditor
• signing the accounts on behalf of the members
• delivering the accounts to the registrar
• notifying the registrar of any membership changes, changes to the registered office address, or changes of the name of the limited liability partnership
• preparing, signing, and submitting an annual return
• acting on behalf of the limited liability partnership if it is wound up and dissolved

Designated members are accountable in law for failing to carry out these legal responsibilities.

Our related and post-formation services

1. Members may be residents outside of the United Kingdom. 2. A minimum of only two members is required. 3. Members may reside anywhere in the world and may be bodies corporate registered in the UK or elsewhere. 4. The liability of the members of a limited liability partnership is limited to the amount of their contribution, which may be as little as ?0. 5. Limited liability partnerships are not subject to corporate income tax. 6. The Limited Liability Partnership Act confers the same tax transparency as for partnerships: members are considered self employed for tax purposes. 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. Unlike a company which may only trade within the objects stated in its Memorandum and Articles of Association, a limited liability partnership has unlimited capacity. 10. A limited liability partnership provides a more flexible management structure. Call any one of our offices: Monday - Friday: 9:30am to 17:30pm +44 (0) 207.748.3039 +44 (0) 800.081.1510 +44 (0) 141.530.8188 +44 (0) 289.099.8744 info@ukincorp.co.uk

Partnerships require ongoing maintenance and must meet certain local reporting and statutory requirements. In addition to providing business entity formation in the United Kingdom, Coddan offers a host of services designed to support your business, and to help you meet the statutory requirements. This comprehensive range of services includes:

• A nominee director service
• A nominee secretary service
• A nominee shareholder service
• A nominee member service
• Commercial and investment banking introductions
• A registered office address service
• A registered agent service
• Management services
• Registration of shipping vessels
• Administrative services
• Accounting and bookkeeping services
• Notary and Apostille services

You can order most of these services at the same time as you order your limited liability partnership formation. If you require any other services or assistance, contact us at info@ukincorp.co.uk.