Guidance

Life of a limited liability partnership (LLP)

Updated 31 December 2020

1. Relevant legislation

This guide answers many frequently asked questions and provides information on completing the most commonly used filings relating to this area. The guide is not drafted with unusual or complex transactions in mind. Specialist professional advice may be needed in those circumstances.

The main legislation that applies to limited liability partnerships is:

• The Limited Liability Partnerships Act 2000
• The Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008 – SI 2008/497
• The Limited Liability Partnerships (Accounts and Audit)(Application of Companies Act 2006) Regulations 2008 – SI 2008/1911
• The Small Limited Liability Partnerships (Accounts) Regulations 2008 – SI 2008/1912
• The Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 – SI 2008/1913
• The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 SI 2009/1804
• The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012
• Limited Liability Partnership (Register of People with Significant Control) Regulations 2016

This guide will not cover every event that will come along during the life of your LLP. It’ll give you a good idea of your responsibilities and explain what to send us during the life of your LLP.

If you fail to file your LLP’s annual documents, i.e. confirmation statement and accounts, we may assume the LLP is no longer carrying on business or in operation and take steps to strike it from the register. If the registrar strikes off an LLP, it ceases to exist and its assets become Crown property.

Where an LLP is in operation, the designated members could be prosecuted because they’re personally responsible for ensuring they send us the LLP’s annual documents on time. Failing to do so is a criminal offence. There’s an automatic civil penalty for submitting accounts late.

By complying with your annual requirements and keeping your LLP public record up to date with the changes within your LLP, you’ll avoid any action against the LLP or its members and it’ll give searchers an up to date picture of your LLP.

2. Members and designated members

The difference between a member and a designated member and the responsibilities of the LLP’s members is covered in our guide on limited liability partnerships incorporation and names.

2.1 Changes to the members

The LLP must keep registers that contain details of all its members. They are:

• the register of members
• the register of members’ residential addresses

These registers will be kept from the incorporation of your LLP or if your LLP was incorporated prior to 1 October 2009 from that date. Whenever there is a change to a member’s details, or the LLP appoints or terminates the appointment of a member, you must update these registers.

You must then send us the appropriate form within 14 days of the change. The forms are:

• Appointment of an individual member – LL AP01
• Appointment of a corporate member – LL AP02
• Change of individual member’s details – LL CH01
• Change of corporate member’s details – LL CH02
• Termination of appointment of member – LL TM01

You can submit this change online by using our WebFiling or software filing service; or by sending paper documents to us by post.

2.2 Differences between a service address and a usual residential address

A service address is one that can be used by a member to receive communications from third parties about the partnership. It can be the same as the member’s residential address, or the registered office address of the LLP, or it can be somewhere different.

A residential address is the usual home address of the LLP member. It must be filed with the registrar but it’ll not be on the public record for everyone to see. It’s held on a private register only available to predetermined organisations.

2.3 Difference between the register of members and the register of members’ residential addresses

The register of members contains for each member who is an individual:

• his or her name and any former name
• a service address (which may be stated to be “the LLP’s registered office”)
• the country or state or part of the United Kingdom where he or she is usually resident
• whether the member is a designated member

For members that are corporate members or firms, the register of members will include:

• its corporate or firm name
• it registered or principal office
• in the case of a limited company incorporated and registered in the UK, its registration number; otherwise, the legal form of the company or firm and the law by which it’s governed and, if applicable, where registered and its registration number
• whether the member is a designated member

The register of members’ residential addresses contains the usual residential addresses of every member who’s an individual. (Provided that a member’s service address is not the LLP’s registered office, then the entry may be to the effect that the usual residential address is the same as the service address).

The register of members must be kept available for inspection; the information on the register of members’ residential addresses must not be revealed. The LLP can only use the information in this register to communicate with the member and to send us information to update our records. The LLP can’t use this information for any other purpose unless required by the court.

2.4 Residential addresses

Residential addresses won’t appear on the public record if you only provide them in the correct part of the appointment or change of details forms. For paper forms this will be on a separate page, for electronic filings this will be shown in additional address fields.

We’ll only provide residential address information to credit reference agencies and specified public authorities.

Further information is in our guide on ‘Restricting the disclosure of your address if you are at serious risk’.

2.5 Changing the status of the members

You may amend the position at any time. If you selected that all members were to be designated on incorporation or later, but now wish only specified members to be designated, you’ll need to tell us of the change on form LL DE01.

If you selected that only specified members were to be designated on incorporation or later, but now wish all the members to be designated you’ll need to tell us on form LL DE01. This will need to be accompanied by a change of member’s details on LL CH01 or LL CH02 for any member that’s not already a designated member. That member will need to signify their consent to being a designated member.

A designated member who ceases to be a member is automatically no longer a designated member.

If the number of designated members falls to one, or none, the law states that all members become designated members. However, this doesn’t eliminate your filing requirements with us.

You can tell us of this change using our online or software filing service, or by delivering paper documents to us by post.

3. PROOF (PROtected On-line Filing)

Proof is our PROtected On-line Filing scheme. It provides additional security relating to the delivery of members details and registered office address for documents sent electronically:

Records held here are sometimes used to check the legitimacy of an LLP and its members before credit or loans are made. Therefore it’s important that the records are correct. LLPs are vulnerable to fraud if the wrong people register as LLP members or a bogus registered office address is filed.

In order to combat fraudsters posing as legitimate members, we offer LLPs a free, fully electronic and secure system for notifying changes of members and changes to the registered office address. If you opt to only send these forms electronically, they’ll be protected by electronic codes and we won’t accept notices from your LLP delivered in any other format.

You can opt into the scheme electronically, using the LLP authentication code to gain access to the appropriate web pages of our WebFiling service. Before opting in you must also agree to the terms and conditions of the scheme. Any change of members or change of registered office address are only accepted by us if they are delivered by the secure electronic method and never on a paper form.

The terms and conditions are available from our website or by calling 0303 123 4500.

This service is voluntary. You may opt-out at any time and we’ll revert to accepting submissions from your LLP sent electronically or on paper forms.

4. People with significant control (PSC)

A PSC is anyone who meets one or more of the conditions listed in the Limited Liability Partnership (Register of People with Significant Control) Regulations 2016. An LLP can have more than one PSC.

A PSC is a person who:

• holds, directly or indirectly, rights to share in more than 25% of the surplus assets on a winding up
• holds, directly or indirectly, more than 25% of the rights to vote on matters to be decided by a vote of the LLP’s members
• holds, directly or indirectly, the right to appoint or remove the majority of those entitled to be involved in the LLP’s management
• otherwise has the right to exercise, or actually exercises, significant influence or control over the LLP
• holds the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual

4.1 PSC register

All LLPs must keep a register of its PSCs. This is in addition to keeping other information, such as a register of the members. You’re required to determine who has a controlling interest in your LLP and put this information into your register.

Information to help LLPs identify their PSC can be found in the online guidance.

LLPs must only enter the details of individuals who are PSCs into their PSC register after the individual has confirmed those details. The details of other entities can be entered into the PSC register as soon as your LLP has them.

In situations where LLPs do not have a PSC or can’t provide confirmed details of their PSC, one of a number of possible statements must be entered into the PSC register. If your PSC register contains one or more of these statements, that information must be sent to us.

The statements are as follows:

• the LLP knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the LLP
• the LLP knows or has reasonable cause to believe that there is a registrable person in relation to the LLP but it has not identified the registrable person
• the LLP has identified a registrable person in relation to the LLP but all of the required particulars of that person have not been confirmed
• the LLP has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the LLP
• the LLP has given a notice under section 790D of the Act which has not been complied with
• the addressee has failed to comply with a notice given by the company under section 790E of the Act
• the LLP has issued a restrictions notice under paragraph 1 of Schedule 1B to the Act

LLPs are also required to note in their PSC register when the above statements are no longer applicable, because their circumstances with regard to their PSC have changed. The date that the statements are entered into the register or are no longer applicable must also be noted in the register.

These must also be sent to us on the appropriate forms.

4.2 Categories of PSC

There are 3 types of entity in law whose details must be entered into a LLP’s PSC register and LLPs must enter details of whichever is appropriate to them. The categories are individual, registrable relevant legal entity (RLE) and other registrable person (ORP). Further information on these different categories can be found in the PSC guidance. The following information must be provided about each:

For an individual person with significant control:

• the date that individual became a registrable person
• their name, country/state of residence and nationality
• their service address
• their usual residential address (this isn’t shown on the public register)
• their full date of birth (this isn’t shown on the public register) unless an election is in place for the PSC register.
• the nature of their control over the LLP
• the date the information was entered into the register

For a registrable relevant legal entity (RLE) (such as a company):

• the date that they became a registrable RLE
• their corporate name
• their address
• country/state (if applicable)
• the legal form of the corporate body
• the governing law under which the RLE was registered
• where the RLE was registered (if applicable)
• the RLE’s registration number (if applicable)
• the nature of their control over the LLP
• the date the information was entered into the register

For an other registrable person (ORP) (such as a corporation sole or local authority):

• their name
• their principal office
• the legal form of the person and the law by which they’re governed
• the date they became a registrable person
• the nature of their control over the LLP
• the date the information was entered into the register

4.3 PSC information

LLPs must give us their PSC information on incorporation. Any changes to the PSC register must be sent to us within 14 days using the following forms:

• Notice of individual person with significant control (LLPSC01)
• Notice of relevant legal entity (RLE) with significant control (LLPSC02)
• Notice of other registrable person (ORP) with significant control (LLPSC03)
• Notice of change of details for individual person with significant control (LLPSC04)
• Notice of change of details for relevant legal entity (RLE) with significant control (LLPSC05)
• Notice of change of details of other registrable person (ORP) with significant control LL(PSC06)
• Notice ceasing to be an individual person, relevant legal entity (RLE) or registrable person (ORP) with significant control (LLPSC07)
• Notice of PSC statements (LLPSC08)
• Notice of update to PSC statements (LLPSC09)

You can send us these forms using our online or software filing service, or by sending paper documents to us by post.

Information to help LLPs identify their PSC can be found in the online guidance.

4.4 Restricted disclosure of PSC information

Some LLPs will have PSCs whose information is protected. This could mean their usual residential address (URA) is protected so it’s not disclosed to credit reference agencies (CRAs) (s790ZF protection), or that all of their PSC information is protected from disclosure on the public record (s790ZG protection), or both. Further information on restricting the disclosure of PSC information can be found on GOV.UK.

If you have a PSC whose URA is protected from being disclosed to CRAs, you can file the appropriate PSC related forms (LLPSC01 and LLPSC04) as normal, digitally or on paper. There’s a box on the form you should tick if an application for protection has been made or granted. The box on the form refers to an exemption under section 790ZF of Companies Act 2006.

If you have a PSC who has applied for, or been granted, protection so none of their PSC details are disclosed on the public register (s790ZG protection), you’ll need to file the appropriate PSC related forms on paper (LLPSC01, LLPSC04, LLPSC07, LLPSC08 and LLPSC09). A different version of the PSC form is used for this purpose and it’s only available from our secure registers team. A form can be requested by e-mailing the team on secureforms@companieshouse.gov.uk, or telephone on 02920 348354.

5. Registered office

5.1 How to change the registered office

If your LLP wishes to change its registered office address, you must notify us of the new address on form LL AD01.

Your new registered office won’t take effect until we have entered it onto our database.

We use the Post Office address database to verify addresses. To avoid delays please ensure you use the correct address including full post code on all forms and documents sent for registration.

Your registered office address must be in the same part of the United Kingdom as where the LLP was incorporated e.g. an LLP registered in England and Wales must have its registered office in England and Wales, not in Scotland or Northern Ireland.

You can send us this change using our online or software filing service, or by sending the paper form to us by post.

6. LLP records

6.1 LLP records you need to make available for inspection

An LLP must keep and maintain a register of members. From 6 April 2016 an LLP must keep a register of PSCs. If the LLP issues debentures it must keep a register of debenture holders. If the LLP enters into a charge it must keep a register of charges together with the instrument creating the charge.

All these registers must be kept available for inspection.

An LLP must also maintain a register of members’ residential addresses but this is not available for public inspection.

6.2 What you need to send us

If you do not keep all your records at the LLP’s registered office, you need to tell us the address of your alternative inspection location or any change in that address on form LL AD02. You also need to tell us which records you hold there on LL AD03, and when any of the records return to the registered office on form LL AD04.

You can send us this change using our online or software filing service, or by sending paper forms to us by post. Changes in location of the PSC register can only be sent to us on a paper form.

7. Alternative method of LLP record keeping

From 30 June 2016, an LLP to may opt out of keeping certain statutory registers. LLPs can send us this information to keep on the public register.

This applies to the following:

• LLP register of members
• LLP register of members usual residential addresses
• LLP register of people with significant control

The guide on the registers scheme contains information on keeping your registers with us.

8. Charges

A charge is the security an LLP gives for a loan. An LLP that creates a charge (or any person interested in the charge) may send us the statement of particulars, together with a certified copy of the charge instrument (if there is one), along with the relevant fee.

For charges created before 6 April 2013, by an LLP registered in England and Wales or Northern Ireland, you must send the original charge instrument – not a certified copy)

If an LLP creates a charge and the required documents and fee are not delivered to the registrar for registration within the period allowed for delivery and in the event that the LLP becomes insolvent, the charge will be void against the liquidator or administrator and any creditor of the LLP. This means that the debt for which the charge was given will remain payable, but it will be unsecured. Only the court can grant an extension of time for registration of a charge that Companies House did not receive in time.

The period allowed for delivery is 21 days – details are set out in the table below.

There is a single, UK-wide regime for registering charges created on or after 6 April 2013. This means that all UK registered LLPs will send the same forms to us. The only form that continues to apply specifically to charges registered on or after 6 April 2013 in Scotland is form LLP466 - Particulars of an instrument of alteration to a floating charge.

8.1 Registration of Charges created on or after 6 April 2013

All charges may be registered, unless they’re specifically excluded. Those charges excluded are:

• A charge in favour of a landlord on a cash deposit given as a security in connection with the lease of land
• A charge created by a member of Lloyd’s (within the meaning of the Lloyd’s Act 1982) to secure its obligations in connection with its underwriting business at Lloyd’s
• A charge that any other Act specifically excludes from registration (for example, the Financial and Collateral Arrangements (No. 2) Regulations 2003)

8.2 Forms for charges created on or after 6 April 2013

Form number	Title	21 day time limit (Y/N)
LLMR01	Particulars of a charge created by a Limited Liability Partnership (LLP)	Y
LLMR02	Particulars of a charge subject to which property or undertaking has been acquired by a Limited Liability Partnership (LLP)	N
LLMR03	Particulars for the registration of a charge to secure a series of debentures by a Limited Liability Partnership (LLP)	Y
LLMR04	Statement of satisfaction in full or part of a charge by a Limited Liability Partnership (LLP)	N
LLMR05	Statement that part or the whole of the property has been released from the charge or no longer forms part of the Limited Liability Partnership’s (LLP’s) property	N
LLMR06	Statement of Limited Liability Partnership (LLP) acting as a trustee	N
LLMR07	Particulars of alteration of a charge (particulars of a negative pledge) for a Limited Liability Partnership (LLP)	N
LLMR08	Particulars of a charge created by a Limited Liability Partnership (LLP) where there is no instrument	Y
LLMR09	Particulars of a charge subject to which property or undertaking has been acquired by a Limited Liability Partnership (LLP) where there is no instrument	N
LLMR10	Particulars for the registration of a charge to secure a series of debentures by a Limited Liability Partnership (LLP) where there is no instrument	Y
LLRM01	Notice of appointment of administrative receiver, receiver or manager	N
LLRM02	Notice of ceasing to act as an administrative receiver, receiver or manager	N

8.3 Electronic filing

Forms LLMR01, LLMR02, LLMR04 and LLMR05 can be sent electronically using either WebFiling or software filing. This is the quickest, cheapest and most efficient way to file.

Webfiling

To use this service you’ll need to register for WebFiling. Unless the LLP is filing the charge itself, you’ll also need to apply for a lender authentication code (LAC). Companies House will create a LAC, as well as a presenter ID and a presenter authentication code.

LLPs may file charges against their own LLP using the company authentication code and will not need to obtain a LAC for this purpose.

Software filing

If you want to use software filing, you’ll need to apply for an account and either use your own software, or one of these software suppliers.

8.4 Things to remember when filing a form LLMR01

The Form LLMR01 is the most common charge form sent to us. (If there’s no instrument, you must use form LLMR08 instead). It’s important to act as quickly as possible and remember to:

• complete the correct form and send it to the correct registration office (if filing on paper) while also following any relevant notes on the form
• send the certified copy of the instrument creating or evidencing the charge with the form
• check that the details on the form are correct and match the information given in the instrument
• enclose the correct registration fee (£15 electronic, £23 paper)

8.5 If the charge instrument contains personal information

You’ll be able to remove certain personal information from the certified copy of the instrument before you send it to us. The information you can remove is:

• personal information relating to an individual (other than the name of an individual)
• the number or other identifier of a bank or securities account of an LLP or individual
• a signature

It’s up to you how you choose to remove this information.

8.6 Acquisition of property which is already charged

If you acquire property that’s already subject to a charge, and the charge is a type which isn’t an excluded charge, you may register this charge. The LLP (or any person interested in the charge) should complete and send form LLMR02 to us, accompanied by a certified copy of the instrument that creates or evidences the charge.

If there’s no instrument, you must send form LLMR09 instead.

8.7 Satisfaction of Charges

When the LLP has satisfied the debt

The LLP doesn’t need to tell us that it has fully or partly satisfied the debt. However, it’s in the LLP’s own interests that potential investors and lenders are aware that it has satisfied all or part of the debt. If you wish to tell us, you should send form LLMR04.

If the charged property ceases to be charged or to belong to the LLP

There’s no requirement for an LLP to tell us that its property has been released from a charge, or that the property no longer belongs to the LLP. However, it is in the LLP’s own interests that potential investors and lenders are aware of this. If you wish to tell us, you should send form LLMR05.

Further information on the registration of charges created on or after 6 April 2013 can be found in Part 25 of the Companies Act 2006 (as amended by The Companies Act 2006 (Amendment of Part 25) Regulations 2013 as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009).

8.8 Registration of charges created before 6 April 2013

For LLPs incorporated in England and Wales, Wales and in Northern Ireland, the charges that must be registered are:

• a charge on land or any interest in land, other than a charge for any rent or other periodical sum issuing out of land
• a charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale
• a charge for the purposes of securing any issue of debentures
• a charge on book debts of the LLP
• a floating charge on the LLP’s property or undertaking
• a charge on a ship or aircraft, or any share in a ship
• a charge on goodwill or on any intellectual property

For LLPs incorporated in Scotland, the charges that must be registered are:

• a charge on land or any interest in such land, other than a charge for any rent or other periodical sum payable in respect of the land
• a security over a ship or aircraft or any share in a ship
• a floating charge
• a security over incorporeal moveable property of any of the following categories:
  • goodwill
  • a patent or a licence under a patent
  • a trademark
  • a copyright or a licence under a copyright
  • a registered design or a licence in respect of such a design
  • a design right or a licence under a design right
  • the book debts (whether book debts of the LLP or assigned to it)

8.9 Forms for charges created before 6 April 2013

Title	Form number
Particulars of a Charge	LLMG01 (or LLMG01s for companies registered in Scotland)
Particulars of a charge subject to which property has been acquired	LLMG06 (or LLMG06s for companies registered in Scotland)
Particulars for the registration of a charge to secure a series of debentures	LLMG07 (or LLMG07s for companies registered in Scotland)
Particulars of an issue of secured debentures in a series	LLMG08 (or LLMG08s for companies registered in Scotland)