Set up and run a limited liability partnership (LLP)
Explains your responsibilities, including choosing a name, having a registered address, appointing designated members and registering with Companies House.
You can set up (‘incorporate’) a limited liability partnership (LLP) to run a business with 2 or more members. A member can be a person or a company, known as a ‘corporate member’.
Each member pays tax on their share of the profits, as in an ‘ordinary’ business partnership, but isn’t personally liable for any debts the business can’t pay.
You’ll need to:
- choose a name
- have a registered address - this will be publicly available
- have at least 2 ‘designated members’
- have an LLP agreement that says how the LLP will be run
- register the LLP with Companies House
Check the rules if you’re setting up a limited partnership. The rules are different for setting up an ordinary business partnership or a private limited company.
Choose a name
Your name cannot be the same as, or too similar to, another registered company’s name.
Your name must end in ‘Limited Liability Partnership’ or ‘LLP’. You can use the Welsh equivalents if your LLP is registered in Wales.
You cannot choose a name that might be considered the ‘same as’ or ‘too like’ an existing name if it’s too similar.
‘Same as’ names
‘Same as’ names include those where the only difference to an existing name is:
- certain punctuation or a special character, for example the ‘plus’ sign
- a word or character that’s similar in appearance or meaning to another from the existing name
- a word or character used commonly in UK company names (for example, ‘company’ or ‘co’)
Check the ‘same as’ rules for punctuation, characters, words, expressions, signs and symbols.
Example
‘Hands UK Ltd’ and ‘Hand’s Ltd’ are the same as ‘Hands Ltd’.
You can only register a ‘same as’ name if:
- your LLP is part of the same group as the company or Limited Liability Partnership (LLP) with the existing name
- you have written confirmation that the company or LLP has no objection to your new name
You can read more guidance on naming your company if you’re not sure.
‘Too like’ names
You may have to change your name if someone complains and Companies House agrees it’s ‘too like’ a name registered before yours.
Example
‘Easy Electrics For You Ltd’ is the same as ‘EZ Electrix 4U Ltd’.
Companies House will contact you if they think your name is too like another - and tell you what to do.
Other rules
Your LLP name can’t be offensive.
Your name also cannot contain a ‘sensitive’ word or expression, or suggest a connection with government or local authorities, unless you get permission.
Example
To use ‘Accredited’ in your company’s name, you need permission from the Department for Business, Energy and Industrial Strategy (BEIS).
Check which words you need permission to use, and who from.
Business names
You can trade using a different name to your registered name. This is known as a ‘business name’.
Business names must not:
- include ‘limited’, ‘Ltd’, ‘limited liability partnership, ‘LLP’, ‘public limited company’ or ‘plc’
- be the same as an existing trade mark
- contain a ‘sensitive’ word or expression unless you get permission
You’ll need to register your name as a trade mark if you want to stop people from trading under your business name.
You cannot use another company’s trade mark as your business name.
Displaying your name
There are rules you must follow about displaying your company name.
You can trade under your own name, or you can choose another name for your business (known as a ‘business name’). You don’t need to register your business name.
You must include all the partners’ names and business name (if you have one) on official paperwork, for example invoices and letters.
Registered address
Your registered office address is the LLP’s official address. This is where all written communication must be sent.
If you choose to use a third party agent to handle your mail, you must make sure that the service includes sending all of your mail to your registered office address.
Your registered office address must be:
- a physical address
- in the same country that your LLP is registered in (for example, an LLP registered in Scotland must have a registered address in Scotland)
You can use a PO Box, but you must also include a physical address and postcode after the PO Box number.
You can use your home address - this will be publicly available.
Register your limited liability partnership
You can register your limited liability partnership (LLP) yourself by using approved software or by post, or through an agent.
You’ll be sent a certificate of incorporation once your LLP’s been registered.
Register electronically
You can use third-party software to register your LLP. What you pay will depend on the software you use.
It usually takes 24 hours for your LLP to be registered using third-party software. You can get your LLP registered the same day if you apply before 3pm and pay a higher fee.
Register by post
Download and fill in the application to register a limited liability partnership.
Use an agent
You can use a formation agent to register your LLP for you.
What you pay depends on the agent.
Members’ responsibilities
You must have at least 2 ‘designated members’ at all times - they have more responsibilities (for example, keeping company accounts). You can have any number of ordinary members.
Making the LLP agreement
You should make an LLP agreement with any other members as part of setting up your LLP. This sets out how the LLP will be run, including:
- how profits are shared among members
- who needs to agree decisions
- members’ responsibilities
- how members can join or leave the LLP
A solicitor can help you prepare an agreement or you can write your own.
Responsibilities of all members
Members must carry out their duties and meet their legal responsibilities set out in the LLP agreement.
Every member must register for Self Assessment with HM Revenue and Customs (HMRC).
Responsibilities of designated members
Designated members have more responsibilities than ordinary members and must:
- register the business for Self Assessment with HMRC - you must also register separately as an individual
- register the partnership for VAT if you expect your business’s sales to be more than £85,000 a year
- appoint an auditor if needed
- keep accounting records
- prepare, sign and send annual accounts to Companies House
- send a confirmation statement (previously annual return) to Companies House
Designated members must also:
- tell Companies House about any changes (for example, to the registered name or address, or members)
- act for the LLP if it’s wound up and dissolved
Designated members can be prosecuted if they don’t meet their legal obligations. The LLP can also be taken off the register.
Changes you must report
You must tell Companies House about changes to the limited liability partnership (LLP)’s registered or alternative address, members’ details (for example, name or address) or registered name.
Change your registered address
Use the Companies House online service.
You can also download and fill in a change a registered address for an LLP. The address is on the form.
Change where your LLP records are kept
Use the Companies House online service to change the address where your LLP’s records are kept if it’s different to your registered address.
You can also use this service to tell Companies House which records you’re moving to the alternative address.
Alternatively, download and fill in paper forms to:
- change the address where you keep your records
- state which records will be held at the alternative address
Change members’ details
Use the Companies House online service.
Alternatively, download and fill in either a:
Send it to the address on the form.
Companies House has guidance on how to change a member’s details.
Change your LLP’s name
You must tell Companies House if you change your LLP’s registered name - you can do this electronically, by post, or using an agent.
Change the name electronically
You can use third-party software to change your LLP’s name. Depending on your software you may have to pay a charge as well as the Companies House fee.
The new name will appear on the Companies House register within 24 hours.
Change the name by post
Download and fill in a notice of change of name of an LLP.
Send it with a cheque or postal order for £10 to the address on the form - it takes 5 days.
Same day service
You can use a same day service to file a change of LLP name (software filing only). You must apply before 3pm. If you apply after 3pm, your application will not be processed until the next working day.
Use an agent
You can use a formation agent to register a name change for you - what it will cost depends on the agent.
Last updated 1 April 2017 + show all updates
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VAT Registration threshold: Increased from £83,000 to £85,000
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First published.