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HMRC internal manual

Employment Status Manual

Salaried Members: Condition B: Significance of size


There is no limit on the number of members that an LLP can have.

If an LLP had a large number of members, all with the same vote, then no one individual could be said to have significant influence.

There is no line in the sand as to the number of members which can exist consistent with all of them having significant influence – this will vary from firm to firm depending on how they conduct their business and who is influential.

In practice there will typically be a point at which key decisions are delegated to a group of members, such as a management board.


*Example *

This is an example of how the legislation applies to a small LLP where all the members have a say:

B LLP is a professional legal LLP with ten members. All members have equal rights and participate equally in the management of the business. They meet each month for meetings at which the major business decisions are discussed and made. All members attend these meetings and all are entitled to speak.

All of the members fail condition B as they have a significant influence over the business.


The following guidance looks at some of the ways that powers are delegated.