United Kingdom-LLP


The United Kingdom has historically played a leading role in developing parliamentary democracy and in advancing literature and science. At its zenith in the 19th century, the British Empire stretched over one-fourth of the earth's surface. The first half of the 20th century saw the UK's strength seriously depleted in two World Wars and the Irish republic withdraw from the union. The second half witnessed the dismantling of the Empire and the UK rebuilding itself into a modern and prosperous European nation. As one of five permanent members of the UN Security Council, a founding member of NATO, and of the Commonwealth, the UK pursues a global approach to foreign policy. The UK is also an active member of the EU, although it chose to remain outside the Economic and Monetary Union. Devolution and constitutional reform have been significant recent issues in the UK. The Scottish Parliament, the National Assembly for Wales, and the Northern Ireland Assembly were established in 1999, but the latter was suspended until May 2007 due to wrangling over the peace process.

Service packages

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Service item Express Standard Optimum
Company registration
Legal address per year
Secretarial services for the first year
Fees and duties for the first year
Apostilled bound set of incorporation documents
Compliance fee
Nominee service per year
Bank Account Pre-approval
Price

2 200 USD

3 190 USD

3 690 USD

I want to order «»

Contact method: and / or

Core Services

2 200 USD

— Incorporation

including incorporation tax, state registry fee, including Compliance fee

Included

— Annual government fees

Stamp Duty and Companies House incorporation fee

990 USD

— Corporate legal services

including registered address and registered agent, NOT including Compliance fee

100 USD

—Delivery of documents by courier mail

DHL or TNT, at cost of a Courier Service

500 USD

— Apostilled set of Statutory documents

Optional services

990 USD

Nominee Director

Paid-up “nominee director” set includes the following documents

Included

Nominee Shareholder

Paid-up “nominee shareholder” set includes the following documents

Related services

430 USD

Tax Certificate

Company’s tax residence certificate for access to double tax treaties network

195 USD

Certificate of Good Standing

Document issued by a state agency in some countries (Registrar of companies) to confirm a current status of a body corporate. A company with such certificate is proved to be active and operating.

Compliance fee

Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

250 USD

Basic

simple company structure with only 1 physical person

50 USD

For legal entity in structure under GSL administration

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

100 USD

For legal entity in structure not under GSL administration

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

350 USD

For client with high risk Status

Cost of incorporation, including first year servicing 2200
Cost of nominee director services per year, including an apostilled set of documents 990
Cost of annual service, starting from the second year 970
Open account in 26785
Incorporation timescale for a turnkey company 5 days
Country 26754

General information shortly

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Total area Population Capital Unemployment Corruption perceptions index rank
243.809 sq. km 63.395.574 (2013) London 7.1% (2013) 14 (2013)
Location Northwestern Europe
National currency British pound
Conditional reduction of currency GBP
Against USD 0.59
Climate, average max and min t° Temperate; moderated by prevailing southwest winds over the North Atlantic Current; more than one-half of the days are overcast; avg. maximum temperature (July) +25°; avg. minimum temperature (January) +5°
Time difference from Moscow - 3 hours
Dialing code +44
State language English
Ethnic groups White 87.1%; Asian 7%, Black 3%, mixed 2%, other 0.9%
Literacy rate 99%
Credit rating AA
Government type Constitutional monarchy
Executive branch Cabinet headed by Prime Minister
Legislative branch bicameral Parliament (House of Commons and House of Lords)
Judicial branch High court, Crown Court and Court of Appeal
GDP per capita rank 24 (2013)

Corporate info

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Shelf companies permitted Legal system Incorporation timescale for a turnkey company Cyrillic alphabet permitted in company name Local registered office
Yes common law 5 days No Yes
Types of entity Sole trader; Ordinary partnership; Limited liability partnership; Company limited by shares; Company limited by guarantee; Private unlimited company; Public limited company; Unincorporated association
Incorporation timescale for a new company 5 days
Company suffix Limited Liability Partnership, LLP or llp
Sensitive words Abortion, Accounts Commission for Scotland, Accredit, Accreditation, Accredited, Accrediting, Adjudicator, Alba, Na h-Alba, Albannach, Association, Assurance, Assurer, Audit Commission for Local Authorities and the National Health Service in England and Wales, Auditor General for Northern Ireland, Auditor General for Scotland. Audit Scotland, Auditor General, Audit Office, Auditor General for Wales, Authority, Banc, Bank, Banking, Banknote, Benevolent, Board, Breatainn, Bhreatainn, Breatannach, Bhreatanach, Bhreatanaich, Breatannaich, Brenin, Frenin, Brenhines, Frenhines, Brenhinol, Frenhinol, Brenhiniaeth, Frenhiniaeth, Britain, British, Cenedlaethol, Chenedlaethol, Genedlaethol, Chamber(s) of, Chamber(s) of Commerce, Business, Industry, Enterprise, Training, Trade, Charitable, Charity, Charter, Chartered, Chartered Accountant, ICAEW, Chartered Secretary, Chartered Surveyor, Child Maintenance, Child Maintenance and Enforcement Commission, Child Support, Coimisean, Choimisean, Chomisein, Coimisein, Comhairle, Chomhairle, Comhairlean, Chomhairlean, Comisiwn, Gomisiwn, Chomisiwn, Comisiwn, Cynulliad, Cenedlaethol, Cymru, Commission, Comptroller and Auditor General, Comptroller and Auditor General for Northern Ireland, Co-operative, Council, Cymru, Gymru, Chymru, Nghymru, Cymreig, Cymraeg, Chymraeg, Chymreig, Gymraeg, Gymreig, Chymreig, Cyngor, Chyngor, Gyngor, Cynulliad Cenedlaethol Cymru, Data protection, Dental, Dentistry, Dentist, Dental Surgeon, Dental Practitioner, Disciplinary, Discipline, Diùc, Dhiùc, Diùcan, Dhiùcan, Ban-diùc, Bhan-dhiùc, Bhan-dhiùcan, Ban-diùcan, Dug, Ddug, Duges, Dduges, Duke, Duchess, Ei Fawrhydi, Ei Mawrhydi, England, English, European, Federation, Financial Conduct Authority, Financial Services Authority, Financial Reporting Council, Foundation, Friendly Society, Fund, Giro, Government, The Governor and Company of the Bank of England, Group, Gwasanaeth iechyd, Wasanaeth iechyd, Gwladol, Wladol, Health and Safety Executive, Health centre, Health service, Health visitor, His Majesty, Her Majesty, Holding, Holdings, House of Commons, House of Lords, HPSS, HSC, Human rights, Inspectorate, Institute, Institution, Insurance, Insurer, International, Judicial appointment, King, Law Commission, Licensing, Llywodraeth, Lywodraeth, Medical centre, Midwife, Midwifery, Mòrachd, Mhòrachd, Mutual, National, National Assembly for Wales, National Assembly for Wales Commission, NHS, Northern Ireland, Northern Irish, Northern Ireland Assembly, Northern Ireland Assembly Commission, Northern Ireland Executive, Northern Ireland Audit Office, Nurse, Nursing, Oifis sgrùdaidh, Oilthigh, t-Oilthigh, 
Oilthighean, h-Oilthighean, Ombudsman, Ombwdsmon, Oversight, Parlamaid, Pharlamaid, 
Parlamaidean, 
Pharlamaidean, Parliament, Parliamentarian, Parliamentary, Patent, Patentee, The Pensions Advisory Service, Police, Polytechnic, Post Office, Pregnancy termination, Prifysgol, Brifysgol, Phrifysgol, Prince, Princess, Prionnsa, Phrionnsa, Prionnsaichean, Phrionnsaichean, Bana-phrionnsa, Bhana-Phrionnsa, Bana-Prionnsaichean, Bhana-Phrionnsaichean, Prudential Regulation Authority, Prydain, Phrydain, Brydain, Prydeinig, Phrydeinig, Brydeinig, Queen, Reassurance, Reassurer, Reinsurance, Reinsurer, Regional Health and Social Care Board, Regional Agency for Public Health and Social Well-being, Register, Registered, Registrar, Registration, Registry, Regulator, Regulation, Riaghaltas, 
Riaghaltais, Riaghaltasan, Rìgh, Banrigh,
Bhanrigh, Bhanrighrean, Banrighrean, Rìoghachd Aonaichte, Rìoghail, Rìoghalachd, Royal, Royalty, Rule committee, Scotland, Scottish, Scottish Law, Commission, The Scottish Parliament, The Scottish 
Parliamentary Corporate Body, Senedd, Sheffield, Siambr, Siambr o, Fasnach, Fusnes, Ddiwydiant, Fenter, Hyfforddiant, Masnach, Social Service, Society, Special School, Standards, Stock exchange, Swyddfaarchwilio, Teyrnas Unedig, Teyrnas Gyfunol, Deyrnas Unedig, Theyrnas Unedig, Deyrnas Gyfunol, Theyrnas Gyfunol, Trade Union, Tribunal, Trust, Tywysog, Thywysog, Tywysoges, Thywysoges, Dywysog, Dywysoges, Underwrite, Underwriting, United Kingdom, University, Wales, Welsh, Watchdog, Welsh Government, Welsh Assembly Government, Windsor, Accountancy and Actuarial Discipline Board, Accounting Standards Board, Auditing Practices Board, Board for Actuarial Standards, Agency, Archwilydd Cyffredinol Cymru, Assembly, Border Agency, Cabinet Office, Cadw, Care and Social Services Inspectorate Wales, CISSW, Commissioner, Commonhold Association, Court, Courts, Crime Squad, Criminal Intelligence 
Service, Crown Estate, Employment Medical, Advisory Service, EMAS, Financial Reporting Review Panel, Further Education, Health and Safety, Health and Social Care, Higher Education, Home Office, Industrial and Provident Society, Intellectual Property, IPO, Licensing Authority Assets Recovery, National Accounts, National Accounting, NAO, Notary, Notary public, 
Notarial, Nuclear Installation, Primary Education, Professional Oversight Board, Scrivener, Scrivener notary, SE, secondary education, Select Committee, Serious Organised Crime, SOCA, Trade Mark, UKBA, UKIPO, Anzac, Architect, Arts psychotherapist, 
Art therapist, Biomedical scientist, Chiropodist, Clinical psychologist, Clinical scientist, Counselling psychologist, Diagnostic radiographer, Dietician, Dietitian, Drama therapist, Diagnostic radiographer, Educational psychologist, Forensic psychologist, Health psychologist, Hearing aid dispenser, Music therapist, Occupational psychologist, Occupational therapist, Operating department practitioner, Orthoptist, Orthotist, Paramedic, Physical therapist, Physiotherapist, Podiatrist, Practitioner psychologist, Prosthetist, Radiographer, Registered psychologist, Social worker, Speech and language therapist, Speech therapist, Sport and exercise psychologist, Therapeutic radiographer, Attorney General, Bachelor of medicine, Building Society, Chemist, Dispensing Chemist, Dispensing, Druggist, Druggist, Pharmaceutical, Pharmaceutical chemist, Pharmaceutical druggist, Pharmaceutist, Pharmacist, Pharmacy, Chiropractor, Chiropractic practitioner, Chiropractioner, Chiropractic physician, Contact lens, Credit Union, Dispensing Optician, Doctor of medicine, Enrolled Optician, General practitioner, Geneva Cross, Housing Corporation, Licentiate in medicine and surgery, Olympic, Olympian, Olympiad, Paralympic, Paralympian, Paralympiad Citius, Altius, Fortius; Faster, Higher, Stronger; Spirit in Motion; any 2 of the following words: Games, Two Thousand and Twelve, Twenty-Twelve, 2012; Any one of the previous words when used with one or more of the following words: London, Medals,
Sponsors, Summer, Gold, Silver, Bronze; Ophthalmic Optician, Optician, Optometrist, Ordnance Survey, Physician, Red Crescent, Red Cross, Red Lion and Sun Registered Optician, Solicitor, Surgeon, Vet 
Veterinary, Veterinary Surgeon, Veterinary Practitioner
Local registered agent No
Information to be kept at the registered office register of members, register of debenture holders, instruments creating charges and register of charges
Seal required, type of seal not required
Redomiciliation (to, from) permitted not permitted

Director and secretary

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Minimum number of directors Residency requirements for directors Corporate directors permitted Disclosure to local agent Disclosure to public
No No Yes
Company secretary required No
Residency requirements for a secretary No
Qualified secretary required No
Corporate secretary permitted No

Shareholder and beneficiary

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Minimum number of shareholders Residency requirements for shareholders Corporate shareholder permitted Disclosure to local agent Disclosure to public
2 No Yes Yes Yes
Meetings/frequency/location No requirements
Beneficiary info disclosure to Yes

Shares and share capital

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Minimum authorized share capital Minimum issued share capital Minimum paid share capital Authorized capital payment deadlines Bearer shares permitted
N/A N/A N/A N/A No
Issued capital payment deadlines N/A
Standard currency British pound
Standard authorized share capital N/A
Standard par value of shares N/A
Shares with no par value permitted No

Taxes

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Min. rate for corporate tax Capital gains tax VAT Withholding tax Exchange control
19% Regular rate 20% 0%/20%/20% No
Personal tax 20-45%
Corporate tax (in detail) Main rate - 19%
Capital gains tax. Details 20%
VAT. Details 20%
Other taxes Real property tax; Inheritance tax; National Insurance Conrtributions
Stamp duty 0.5%

Accounts

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Requirement to file accounts Publicly accessible accounts Audit required Requirement to file Annual Return Publicly accessible Annual Return
Yes Yes No Yes Yes
Requirement to prepare accounts Yes
Double tax treaties network 132
Tax Exchange Information Agreement network 21
OECD member Yes
Offshore/onshore status according to the RF laws No

GENERAL INFORMATION

General Info

The United Kingdom is a sovereign state located off the north-western coast of continental Europe.
Total area of the UK is 9.984.670 sq. km (2-nd largest in the world). Population of the UK is 63,395,574 (2013). Ethnic groups include White (87.1%); Asian (7%), Black (3%), mixed (2%), other (0.9%).
The capital of the UK is London.
The official languages of the UK is English.
The official currency is Pound Sterling (GBP). 1 USD is equal to 0.59 GBP.
The climate of the UK is temperate; moderated by prevailing southwest winds over the North Atlantic Current; more than one-half of the days are overcast; avg. maximum temperature (July) +25°; avg. minimum temperature (January) +5°.
Time difference with Moscow is - 3 hours.
Literacy rate is 99%.
Calling code of the UK is +44.

History

The United Kingdom has historically played a leading role in developing parliamentary democracy and in advancing literature and science. At its zenith in the 19th century, the British Empire stretched over one-fourth of the earth's surface. The first half of the 20th century saw the UK's strength seriously depleted in two World Wars and the Irish republic withdraw from the union. The second half witnessed the dismantling of the Empire and the UK rebuilding itself into a modern and prosperous European nation. As one of five permanent members of the UN Security Council, a founding member of NATO, and of the Commonwealth, the UK pursues a global approach to foreign policy. The UK is also an active member of the EU, although it chose to remain outside the Economic and Monetary Union. Devolution and constitutional reform have been significant recent issues in the UK. The Scottish Parliament, the National Assembly for Wales, and the Northern Ireland Assembly were established in 1999, but the latter was suspended until May 2007 due to wrangling over the peace process.

Government Type

The United Kingdom is a unitary state under a constitutional monarchy.
The head of state is Queen Elizabeth II, who also serves as head of state of 15 other independent Commonwealth countries. The monarch is the head of all three branches, she has the right to dissolve Parliament, appoint ministers and declare wars as a commander-in-chief.
Executive power is vested in the government - the Cabinet headed by the Prime Minister. The prime minister chooses a cabinet and they are formally appointed by the monarch to form Her Majesty's Government. By convention, the Queen respects the prime minister's decisions of government. The cabinet is traditionally drawn from members of the Prime Minister's party or coalition and mostly from the House of Commons but always from both legislative houses, the cabinet being responsible to both.
Legislative power is vested in the Parliament, comprised by two houses, and elected House of Commons and an appointed House of Lords. All bills passed are given Royal Assent before becoming law.
Judiciary power: among high courts of the UK are High court, Crown Court and Court of Appeal. Except from high courts there are various lower courts which take about 90% of all cases. Among them are county courts, administrative courts (tribunals), etc.

Economy

The UK has a partially regulated market economy. Based on market exchange rates the UK is today the sixth-largest economy in the world and the third-largest in Europe after Germany and France, having fallen behind France for the first time in over a decade in 2008.
Pound sterling is the world's third-largest reserve currency (after the US Dollar and the Euro).
The UK service sector makes up around 73% of GDP. London is one of the three "command centres" of the global economy (alongside New York City and Tokyo), is the world's largest financial centre alongside New York, and has the largest city GDP in Europe. Edinburgh is also one of the largest financial centres in Europe.
Tourism is very important to the British economy and, with over 27 million tourists arriving in 2004, the United Kingdom is ranked as the sixth major tourist destination in the world and London has the most international visitors of any city in the world.
Manufacturing remains a significant part of the economy but accounted for only 16.7% of national output in 2003.

CORPORATE INFORMATION

Legal System

The United Kingdom does not have a single legal system due to it being created by the political union of previously independent countries with the terms of the Treaty of Union guaranteeing the continued existence of Scotland's separate legal system. Today the UK has three distinct systems of law: English law, Northern Ireland law and Scots law.
Both English law, which applies in England and Wales, and Northern Ireland law are based on common-law principles. Scots law, a hybrid system based on both common-law and civil-law principles, applies in Scotland.
The United Kingdom is one of only four countries in the world to have an uncodified constitution. The Constitution of the United Kingdom thus consists mostly of a collection of disparate written sources, including statutes, judge-made case law and international treaties, together with constitutional conventions. As there is no technical difference between ordinary statutes and "constitutional law", the UK Parliament can perform "constitutional reform" simply by passing Acts of Parliament, and thus has the political power to change or abolish almost any written or unwritten element of the constitution. However, no Parliament can pass laws that future Parliaments cannot change.
The law regulating English companies is Companies Act. The important fact is that it regulates both companies of England and Northern Ireland.

Types of Entity

The principal forms of business organization in the UK are:
  • Sole trader;
  • Ordinary partnership;
  • Limited liability partnership;
  • Company limited by shares;
  • Company limited by guarantee;
  • Private unlimited company;
  • Public limited company;
  • Unincorporated association.

One of the most common structures is the limited liability partnership.

LLP

An LLP is a form of legal business entity with limited liability for the members.
The partners in a limited liability partnership aren’t personally liable for debts the business can’t pay. Their liability is limited to the amount of money they invest in the business.
The main difference between an LLP and a limited company is that an LLP has the organisational flexibility of a partnership and is taxed as a partnership. In other respects it is very similar to a private company.

INCORPORATION

LLP Name

The name of LLP should end with “Limited Liability Partnership” or “LLP”. Besides, the name cannot:
  • be the same as any other name on the Companies House index of names;
  • use names that suggest a connection with Her Majesty's Government, a devolved government or administration or a specified public authority;
  • include "sensitive" words and expressions: contain a ‘sensitive’ word or expression unless you get permission: Abortion, Accounts Commission for Scotland, Accredit, Accreditation, Accredited, Accrediting, Adjudicator, Alba, Na h-Alba, Albannach, Association, Assurance, Assurer, Audit Commission for Local Authorities and the National Health Service in England and Wales, Auditor General for Northern Ireland, Auditor General for Scotland. Audit Scotland, Auditor General, Audit Office, Auditor General for Wales, Authority, Banc, Bank, Banking, Banknote, Benevolent, Board, Breatainn, Bhreatainn, Breatannach, Bhreatanach, Bhreatanaich, Breatannaich, Brenin, Frenin, Brenhines, Frenhines, Brenhinol, Frenhinol, Brenhiniaeth, Frenhiniaeth, Britain, British, Cenedlaethol, Chenedlaethol, Genedlaethol, Chamber(s) of, Chamber(s) of Commerce, Business, Industry, Enterprise, Training, Trade, Charitable, Charity, Charter, Chartered, Chartered Accountant, ICAEW, Chartered Secretary, Chartered Surveyor, Child Maintenance, Child Maintenance and Enforcement Commission, Child Support, Coimisean, Choimisean, Chomisein, Coimisein, Comhairle, Chomhairle, Comhairlean, Chomhairlean, Comisiwn, Gomisiwn, Chomisiwn, Comisiwn, Cynulliad, Cenedlaethol, Cymru, Commission, Comptroller and Auditor General, Comptroller and Auditor General for Northern Ireland, Co-operative, Council, Cymru, Gymru, Chymru, Nghymru, Cymreig, Cymraeg, Chymraeg, Chymreig, Gymraeg, Gymreig, Chymreig, Cyngor, Chyngor, Gyngor, Cynulliad Cenedlaethol Cymru, Data protection, Dental, Dentistry, Dentist, Dental Surgeon, Dental Practitioner, Disciplinary, Discipline, Diùc, Dhiùc, Diùcan, Dhiùcan, Ban-diùc, Bhan-dhiùc, Bhan-dhiùcan, Ban-diùcan, Dug, Ddug, Duges, Dduges, Duke, Duchess, Ei Fawrhydi, Ei Mawrhydi, England, English, European, Federation, Financial Conduct Authority, Financial Services Authority, Financial Reporting Council, Foundation, Friendly Society, Fund, Giro, Government, The Governor and Company of the Bank of England, Group, Gwasanaeth iechyd, Wasanaeth iechyd, Gwladol, Wladol, Health and Safety Executive, Health centre, Health service, Health visitor, His Majesty, Her Majesty, Holding, Holdings, House of Commons, House of Lords, HPSS, HSC, Human rights, Inspectorate, Institute, Institution, Insurance, Insurer, International, Judicial appointment, King, Law Commission, Licensing, Llywodraeth, Lywodraeth, Medical centre, Midwife, Midwifery, Mòrachd, Mhòrachd, Mutual, National, National Assembly for Wales, National Assembly for Wales Commission, NHS, Northern Ireland, Northern Irish, Northern Ireland Assembly, Northern Ireland Assembly Commission, Northern Ireland Executive, Northern Ireland Audit Office, Nurse, Nursing, Oifis sgrùdaidh, Oilthigh, t-Oilthigh, 
Oilthighean, h-Oilthighean, Ombudsman, Ombwdsmon, Oversight, Parlamaid, Pharlamaid, 
Parlamaidean, 
Pharlamaidean, Parliament, Parliamentarian, Parliamentary, Patent, Patentee, The Pensions Advisory Service, Police, Polytechnic, Post Office, Pregnancy termination, Prifysgol, Brifysgol, Phrifysgol, Prince, Princess, Prionnsa, Phrionnsa, Prionnsaichean, Phrionnsaichean, Bana-phrionnsa, Bhana-Phrionnsa, Bana-Prionnsaichean, Bhana-Phrionnsaichean, Prudential Regulation Authority, Prydain, Phrydain, Brydain, Prydeinig, Phrydeinig, Brydeinig, Queen, Reassurance, Reassurer, Reinsurance, Reinsurer, Regional Health and Social Care Board, Regional Agency for Public Health and Social Well-being, Register, Registered, Registrar, Registration, Registry, Regulator, Regulation, Riaghaltas, 
Riaghaltais, Riaghaltasan, Rìgh, Banrigh,
Bhanrigh, Bhanrighrean, Banrighrean, Rìoghachd Aonaichte, Rìoghail, Rìoghalachd, Royal, Royalty, Rule committee, Scotland, Scottish, Scottish Law, Commission, The Scottish Parliament, The Scottish 
Parliamentary Corporate Body, Senedd, Sheffield, Siambr, Siambr o, Fasnach, Fusnes, Ddiwydiant, Fenter, Hyfforddiant, Masnach, Social Service, Society, Special School, Standards, Stock exchange, Swyddfaarchwilio, Teyrnas Unedig, Teyrnas Gyfunol, Deyrnas Unedig, Theyrnas Unedig, Deyrnas Gyfunol, Theyrnas Gyfunol, Trade Union, Tribunal, Trust, Tywysog, Thywysog, Tywysoges, Thywysoges, Dywysog, Dywysoges, Underwrite, Underwriting, United Kingdom, University, Wales, Welsh, Watchdog, Welsh Government, Welsh Assembly Government, Windsor, Accountancy and Actuarial Discipline Board, Accounting Standards Board, Auditing Practices Board, Board for Actuarial Standards, Agency, Archwilydd Cyffredinol Cymru, Assembly, Border Agency, Cabinet Office, Cadw, Care and Social Services Inspectorate Wales, CISSW, Commissioner, Commonhold Association, Court, Courts, Crime Squad, Criminal Intelligence 
Service, Crown Estate, Employment Medical, Advisory Service, EMAS, Financial Reporting Review Panel, Further Education, Health and Safety, Health and Social Care, Higher Education, Home Office, Industrial and Provident Society, Intellectual Property, IPO, Licensing Authority Assets Recovery, National Accounts, National Accounting, NAO, Notary, Notary public, 
Notarial, Nuclear Installation, Primary Education, Professional Oversight Board, Scrivener, Scrivener notary, SE, secondary education, Select Committee, Serious Organised Crime, SOCA, Trade Mark, UKBA, UKIPO, Anzac, Architect, Arts psychotherapist, 
Art therapist, Biomedical scientist, Chiropodist, Clinical psychologist, Clinical scientist, Counselling psychologist, Diagnostic radiographer, Dietician, Dietitian, Drama therapist, Diagnostic radiographer, Educational psychologist, Forensic psychologist, Health psychologist, Hearing aid dispenser, Music therapist, Occupational psychologist, Occupational therapist, Operating department practitioner, Orthoptist, Orthotist, Paramedic, Physical therapist, Physiotherapist, Podiatrist, Practitioner psychologist, Prosthetist, Radiographer, Registered psychologist, Social worker, Speech and language therapist, Speech therapist, Sport and exercise psychologist, Therapeutic radiographer, Attorney General, Bachelor of medicine, Building Society, Chemist, Dispensing Chemist, Dispensing, Druggist, Druggist, Pharmaceutical, Pharmaceutical chemist, Pharmaceutical druggist, Pharmaceutist, Pharmacist, Pharmacy, Chiropractor, Chiropractic practitioner, Chiropractioner, Chiropractic physician, Contact lens, Credit Union, Dispensing Optician, Doctor of medicine, Enrolled Optician, General practitioner, Geneva Cross, Housing Corporation, Licentiate in medicine and surgery, Olympic, Olympian, Olympiad, Paralympic, Paralympian, Paralympiad Citius, Altius, Fortius; Faster, Higher, Stronger; Spirit in Motion; any 2 of the following words: Games, Two Thousand and Twelve, Twenty-Twelve, 2012; Any one of the previous words when used with one or more of the following words: London, Medals,
Sponsors, Summer, Gold, Silver, Bronze; Ophthalmic Optician, Optician, Optometrist, Ordnance Survey, Physician, Red Crescent, Red Cross, Red Lion and Sun Registered Optician, Solicitor, Surgeon, Vet 
Veterinary, Veterinary Surgeon, Veterinary Practitioner;
  • include words that imply a non-profit status, e.g. association or trust as an LLP is incorporated with a view to profit;
  • include words that would constitute an offence;
  • use offensive names.

Below is the full list of words, which are disregarded when it is determined, whether the name is “same as” or not:
  • designated name endings (including permitted abbreviations and their Welsh equivalents such as "limited liability partnership", "LLP", "limited", or "public limited company";
  • certain words and expressions including "biz", "co", "co.uk", "com", "company", "UK", "United Kingdom", "Wales", "Cymru", "net", "org.uk", "services", "international";
  • a blank space between or after a word, expression, character, sign or symbol;
  • punctuation including a full stop, comma, colon, bracket, apostrophe;
  • characters "*", "=", "#", "%" and "+" when used as one of the first three characters in a name;
  • "s" at the end of a name (irrespective of whether it is a plural);
  • "the" and "www" at the beginning of a name;
  • any characters after the first 60 characters in a name.

Before choosing a name you should use our WebCHeck service to ensure your chosen name is not the 'same as' an existing name on the index of company names. You should also check the Trade Marks Register of the UK Intellectual Property Office to ensure that the proposed name does not infringe an existing trade mark.

Who can I incorporate an LLP?

Two or more persons associated for carrying on a lawful business with a view to profit can incorporate an LLP by subscribing to its incorporation document. In law, 'person' includes individuals and companies or firms. LLPs are not applicable for all activities, for example, non-profit making activities.

How do I incorporate a new LLP?

There are two ways to incorporate an LLP:
  • Electronic Software Filing
Electronic incorporations can be submitted electronically through suitably enabled software however, many incorporation agents and software providers have developed their systems to the point where they are able to offer customers a web-based electronic service (this is chargeable).This means that occasional as well as regular customers can apply for incorporation.
The standard fee for electronic filing is £13 (or £30 for the 'Same-Day' service for applications received by 3pm Monday to Friday). Straightforward applications are normally processed within 24 hours.
  • Paper Filing

Paper documents, which must be sent to the appropriate office, take longer to process than electronic documents. The standard registration fee is £40 (or £100 for 'Same-Day' service for applications received by 3pm Monday to Friday).
Straightforward applications are normally processed within 5 days of receipt.
The £40 standard registration fee does not apply where documents are filed by a Welsh LLP (with the situation of its registered office in Wales only) filing in the Welsh language. The fee in such cases is £20 (or £100 for a 'Same-Day' service for applications received by 3pm Monday to Friday).

What documents are required to incorporate my LLP?

You need to complete an "Application to register a limited liability partnership" – form LL IN01 and send this together with the fee to Companies House. The form LL IN01 is available on the website of Companies House.
The form LLIN01 requires you to give the following information:
  • the LLP's name
  • where the registered office of the LLP is to be situated (i.e. England and Wales, Wales, Scotland or Northern Ireland
  • the registered office address
  • whether the LLP is to have specified members as designated members or whether all members are to be designated members
  • details of each proposed member, including whether that member is to be a designated member
  • if your LLP name contains a prescribed or sensitive word, you will need to confirm you have requested approval from a government department or other body. A copy of this approval must be included with your application.
  • a statement of compliance

Afterwards, Companies House registers the LLP and issues a certificate of incorporation.

What is the certificate of incorporation?

The certificate of incorporation is conclusive evidence that the requirements of the LLP Act 2000 have been complied with and the LLP is duly registered under the Act.
The certificate will state:
  • the name and registered number of the LLP
  • the date of its incorporation
  • whether the LLP's registered office is situated in England and Wales (or in Wales), Scotland or Northern Ireland.

The certificate must be signed by the registrar or authenticated by the registrar's official seal.

Local Registered Office

The registered office must be a physical location where notices, letters and reminders can be delivered to the LLP by hand or post, it need not be the place of business. It is important that all correspondence sent to this address is dealt with promptly. If the address is not effective for delivering documents, the LLP could risk being struck off the register or wound up by a creditor.
If your LLP is registered with the registrar for England and Wales, its registered office must be situated in England or Wales.
If the LLP has been registered as only being situated in Wales then it cannot be situated outside of Wales.
If your LLP is registered with the registrar for Scotland, its registered office must be situated in Scotland.
If your LLP is registered with the registrar for Northern Ireland, its registered office must be situated in Northern Ireland.
The LLP must keep 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 an EEA company, where it is registered and its registration number; otherwise, the legal form of the company or firm and the law by which it is 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 is 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 deliver information to Companies House to update the records held there. The LLP cannot use this information for any other purpose unless so required by the court.

Seal

LLP is not required to have a seal.

Redomicile

The redomiciliation of LLPs to or from UK is not permitted.

Disclosure of Infomation

If anyone with whom the LLP deals in the course of business makes a written request for:
  • the address of its registered office
  • the address of any place of inspection
  • the type of LLP records kept at the registered office or inspection place

The LLP must provide the information in writing within five working days of the receipt of that request.

LLP STRUCTURE

Members

What is the minimum number of designated members a LLP requires?
Every LLP must have at least two, formally appointed designated members at all times. If there are fewer than two designated members then every member is deemed to be a designated member.
Once your LLP is incorporated it is important that you notify Companies House whenever any of the members' details change.
What is the difference between a member and a designated member?
With the agreement of the other members, a member may become a designated member at any time. Designated members have the same rights and duties towards the LLP as any other member. The LLP agreement and the general law govern these mutual rights and duties.
However, the law also places extra responsibilities on designated members. In particular, designated members are responsible for:
  • appointing an auditor (if one is needed)
  • signing the accounts on behalf of the members
  • delivering the accounts to Companies House
  • notifying Companies House of any membership changes or change to the registered office address or name of the LLP
  • preparing, signing and delivering the annual return to Companies House
  • acting on behalf of the LLP if it is wound up and dissolved

They are also accountable in law for failing to carry out these legal responsibilities.
Can anyone be a member of an LLP?
It is up to the members to decide who should be appointed to the LLP. The only restrictions are they must not:
  • have been disqualified from acting as a company director or member of an LLP (unless the court has given them permission to act for a particular LLP)
  • be an un-discharged bankrupt (unless the court has given them permission to act for a particular LLP)

Secretary

It is not required to appoint a secretary for LLP.

Beneficiary

At the end of 2016 Companies House and the Department for Business, Energy & Industrial Strategy published guidance explaining the procedure of keeping the Register of People with Significant Control (PSC) by companies and partnerships. The main document is called “Register of People with Significant Control. Guidance for Companies, Societates Europaeae and Limited Liability Partnerships”.
In accordance with the above, UK companies and LLPs must maintain PSC registers starting from 6 April 2017. The requirement applies to:
  • companies limited by shares;
  • limited liability companies (LLP);
  • companies limited by guarantee;
  • unlimited companies; and
  • Societates Europaeae.

A person with significant control (PSC) of the company is an individual who meets (any) one or more of the following conditions:
  • An individual who holds more than 25% of shares in the company
  • An individual who holds more than 25% of voting rights in the company
  • An individual who holds the right to appoint or remove the majority of the board of directors of the company
  • An individual who has the right to exercise, or actually exercises, significant influence or control over the company

Where a trust or firm would satisfy one of the first four conditions if it were an individual. Any individual holding the right to exercise, or actually exercising, significant influence or control over the activities of that trust or firm.
Information to be entered on the PSC register:
  • Name;
  • Date of birth;
  • Nationality;
  • Country where the PSC usually lives;
  • Address
  • Date when the person became a PSC in relation to the company etc

This information must be confirmed by the PSC before entered into the register. Companies House keeps information about PSCs indefinitely.

Share Capital and Shares

There is no share capital and shares in LLP. There is no minimum contribution requirement.

DISSOLUTION OF UK LLP

Voluntary Strike off and Dissolution

In what circumstances may an LLP apply to be struck off the register?
An LLP may apply to the registrar to be struck off the register and dissolved. The LLP can do this if it is no longer needed. For example, the members may wish to retire and there is no-one to take over from them; or the number of members may have fallen below the statutory requirement for 2 for more than 6 months, thereby exposing the remaining member to personal liability for the LLP's debts; or it is a subsidiary whose name is no longer needed; or it was set up to exploit an idea that turned out not to be feasible. Some LLP's who are dormant or non-trading choose to apply for strike off. If you have decided that you no longer want to retain your LLP and wish to have it struck off, the registrar will not normally pursue any outstanding late filing penalties unless you restore the LLP to the register at a later stage.
This procedure is not an alternative to formal insolvency proceedings where these are appropriate. Even if the LLP is struck off and dissolved, creditors and others could apply for the LLP to be restored to the register.
When can I not apply to the registrar to strike my LLP off the register?
An application for voluntary striking off may be made by a majority of the members. However, if there are only 2 members it must be made by both of them and if there is only 1 remaining member that member can apply.
Sections 1004 and 1005 of the Companies Act 2006, as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 set out the circumstances in which the LLP may not apply to be struck off. For example, the LLP may not make an application for voluntary strike off if, at any time in the last 3 months, it has:
  • traded or otherwise carried on business
  • changed its name
  • made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business. For example, an LLP in business to sell apples could not continue selling apples during that 3 month period but it could sell the truck it once used to deliver the apples or the warehouse where they were stored
  • engaged in any other activity except one which is necessary or expedient for the purpose of: 
making an application for strike off or deciding whether to do so. For example, an LLP may seek professional advice on the application and pay the cost of submitting the application Form LL DS01; concluding the affairs of the LLP; complying with any statutory requirement

An LLP also cannot apply to be struck of if it is the subject, or proposed subject, of:
  • any insolvency proceedings (such as liquidation, including where a petition has been presented but has not yet been dealt with)
  • a scheme under section 895 of the Companies Act 2006 as applied to LLPs (that is a compromise or arrangement between an LLP and its creditors or members)

However, an LLP can apply for strike off if it has settled trading or business debts in the previous 3 months.
What should I do before applying?
There are safeguards for those who are likely to be affected by an LLP's dissolution. If your LLP has creditors, members etc, you must warn all of them, before applying, as any of them may object to the LLP being struck off. You should deal with any loose ends, such as closing the LLP's bank account, the transfer of any domain names before you apply.
You may notify any other organisation or party who may have an interest in the LLP's affairs, otherwise they might later object to the application. Examples include Her Majesty's Revenue and Customs, local authorities, especially if the LLP is under any obligation involving planning permission or health and safety issues, training and enterprise councils and government agencies.
From the date of dissolution, any assets of a dissolved LLP will belong to the Crown. The LLP's bank account will be frozen and any credit balance in the account will pass to the Crown.
How do I apply?
You must complete the Striking off application by an LLP – Form LL DS01.
The form must be signed and dated:
  • by the majority of members
  • if there are only 2 members, by them both
  • if there is only 1 remaining member, by that member

It will help Companies House if you give the name, address, and telephone number of the person we should contact if we have any queries about the application. You should be aware that this information will appear on the LLP's public record when we register the form. You should then send the completed form, with the fee to the registrar of that part of the United Kingdom in which your LLP is registered. Cheques should not be payable from the account of the LLP applying for strike-off.
Who must I inform?
The members making the application must send a copy to the following people, within 7 days of sending the application to the registrar:
  • members of the LLP, except for the members making the application
  • employees of the LLP
  • creditors of the LLP. Including all contingent (existing) and prospective (likely) creditors such as banks, suppliers, former employees if the LLP owes them money, landlords, tenants (for example, where a bond is refundable), guarantors and personal injury claimants. Also, you must notify appropriate offices of Her Majesty's Revenue and Customs (HMRC) and Department of Work and Pensions (DWP) if there are outstanding, contingent or prospective liabilities
  • a manager or trustee of any employee pension fund of the LLP

The members must also give a copy of the application to any person who, after the application has been made, becomes a member, employee or creditor of the LLP, or a manager or trustee of any employee pension fund of the LLP within 7 days of their appointment. This obligation continues until the dissolution of the LLP or the withdrawal of the application.
What happens when Companies House receives the application?
Companies House will examine the form and, if it is acceptable, put it on the LLP's public record. We will send an acknowledgement to the address shown on the form. We will also notify the LLP at its registered office address to enable it to object if the application is bogus.
The registrar will publish notice of the proposed striking off in the Gazette to allow interested parties the opportunity to object. A copy of this notice will be placed on the LLP's public record. If the registrar sees no reason to do otherwise, he will strike off the LLP not less than 3 months after the date of the notice. The LLP will be dissolved on publication of a further notice stating this in the relevant Gazette.
What is the Gazette?
The Gazettes are the official newspapers of record in the United Kingdom. There are 3 of them: the London Gazette, for LLPs incorporated in England and Wales; the Edinburgh Gazette, for LLPs incorporated in Scotland; and the Belfast Gazette, for LLPs incorporated in Northern Ireland.
When the registrar publishes a notice to strike off or restore an LLP in the Gazette, the notice will appear in the Gazette for the part of the United Kingdom in which the LLP was incorporated. The Gazettes are published weekly and further information can be found on the Gazette website.
What if the LLP ceases to be eligible or I change my mind and want to withdraw my application?
The members must ensure the application is withdrawn immediately by completing the Withdrawal of striking off application by an LLP - Form LL DS02 if they change their mind or the LLP ceases to be eligible for striking-off. This may be because, after applying to be struck off, the LLP:
  • trades or otherwise carries on business
  • changes its name
  • for value, disposes of any property or rights except those it needed in order to make or proceed with the application (for example an LLP may continue the application if it disposes of a telephone which it kept to deal with enquiries about its application)
  • becomes subject to formal insolvency proceedings or makes an application under section 899 of the Companies Act 2006, as applied to LLPs (a compromise or arrangement between an LLP and its creditors)
  • engages in any other activity, unless it was necessary or expedient in order to:
 make or proceed with a striking-off application; conclude those of its affairs that are outstanding because of what has been necessary or expedient to make or proceed with an application (such as paying the costs of running office premises while concluding its affairs and then finally disposing of the office); comply with a statutory requirement

Any member may file the application to withdrawn the striking off action to the registrar using our WebFiling service. Alternatively, the application can be withdrawn by submitting a paper Form LL DS02.
Can anyone object to dissolution?
Any interested party can object to the registrar.
Objections or complaints must be in writing and sent to Companies House with any supporting evidence, such as copies of invoices that may prove the LLP is trading. Reasons could include:
  • if the LLP has broken any of the conditions of its application for example, it has traded, changed its name or become subject to insolvency proceedings during the 3 month period before the application, or afterwards
  • if the members have not informed interested parties
  • if any of the declarations on the form are false
  • if some form of action is being taken, or is pending, to recover any money owed (such as a winding-up petition or action in a small claims court)
  • if other legal action is being taken against the LLP
  • if the members have wrongfully traded or committed a tax fraud or some other offence

Offences and penalties
It is an offence:
  • to apply when the LLP is ineligible for striking-off
  • to provide false or misleading information in, or in support of, an application
  • not to copy the application to all relevant parties within 7 days
  • not to withdraw the application if the LLP becomes ineligible

The offences attract a fine of up to a maximum of £5,000 on summary conviction (before a Magistrates' Court or Sheriff Court) or an unlimited fine on indictment (before a jury). If the members breach the requirements to give a copy of the application to relevant parties and do so with the intention of concealing the application they are also potentially liable to not only a fine but also up to 7 years imprisonment.
Anyone convicted of these offences may also be disqualified from being a member for up to 15 years.

Enforced Strike-off

Can the registrar strike off an LLP on his own initiative?
Yes, if it is neither carrying on business nor in operation. The registrar may take this view if, for example:
  • he has not received documents from an LLP that should have sent them to him
  • mail that the registrar has sent to an LLP's registered office is returned undelivered
  • the LLP has no members

Before striking off the register, the registrar must write two formal letters and send notice to the LLP's registered office to inquire whether it is still carrying on business or in operation. If he is satisfied that it is not, he will publish a notice in the relevant Gazette stating that he intends to strike the LLP off the register unless he is shown reason not to do so.
A copy of the notice will be placed on the LLP's public record. If the registrar sees no reason to do otherwise, he will strike off the LLP not less than 3 months after the date of the notice. The LLP will be dissolved on publication of a further notice stating this in the relevant Gazette.
How can I avoid this action?
If you want your LLP to remain on the register, you must reply promptly to any formal inquiry letter from the registrar and deliver any outstanding documents. Failure to deliver the necessary documents may also result in the members being prosecuted.
Can I object?
The registrar will take into account representations from the LLP and other interested parties, for example, creditors. If there is good reason not to strike the LLP off the register, he may suspend the action until the objection is resolved.
What happens to the assets of a dissolved LLP?
From the date of dissolution, any assets of a dissolved LLP will be "bona vacantia". Bona vacantia literally means "vacant goods", and is the technical name for property that passes to the Crown because it does not have a legal owner. The LLP's bank account will be frozen and any credit balance in the account will be passed to the Crown.

RESTORATION OF UK LLP

Restoration by Court Order

Unless an LLP is administratively restored to the register, the registrar can only restore an LLP to the register if he receives a court order.
Any LLP which is restored to the register is deemed to have continued in existence as if it had not been struck off and dissolved.
Who can apply to the Court to restore an LLP to the register?
Generally, any of the following may make an application for restoration:
  • any former member, creditor or liquidator
  • any person who had a contractual relationship with the LLP or who had a potential legal claim against the LLP
  • any person who had an interest in land or other property in which the LLP also had an interest, right or obligation
  • any manager or trustee of the LLP's former employees' pension fund
  • any other person who appears to the Court to have an interest in the matter

How long have I got to make an application to the Court?
Except in cases of personal injury, you must make the application within 6 years of the date of dissolution. For the purposes of bringing a claim for damages for personal injury, you may make an application for restoration at any time, but the Court may not make an order for restoration where it appears that the claim would fail due to legal time limits placed on it.
Why might an LLP be restored with a different name?
The registrar will normally restore an LLP to the register with the name it had before it was struck off and dissolved. However, if at the date of restoration the LLP's former name is the same as another name on the registrar's index of company names, he cannot restore the LLP to the register with its former name. You can check the registrar's index of company names by using the WebCHeck service on our website.
If the name is no longer available, the Court Order may state another name by which the LLP is to be restored. On restoration, we will issue a change of name certificate as if the LLP had changed its name.
Alternatively, the LLP may be restored to the register as if its registered number is also its name. The members then have 14 days from the date of restoration to deliver the notice of Change of name for an LLP – Form LL NM01 to Companies House, with the appropriate fee. If the document is accepted we will issue a change of name certificate.
It is an offence if the LLP does not change its name within 14 days of being restored with the LLP number as its name.
Are there costs or penalties?
Yes. Where property has become bona vacantia, the Court may direct that the claimant meets costs of the Crown representative in dealing with the property during the period of dissolution or in connection with the proceedings. The Court may also direct that the claimant meets the registrar's costs in connection with the proceedings for the restoration.
The LLP must normally pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing. The penalties that may be due are:
  • unpaid penalties outstanding on accounts delivered late before the LLP was dissolved
  • penalties due for accounts delivered on restoration, if the accounts were overdue at the date the LLP was dissolved
The appropriate filing fee must also be paid on submission of outstanding documents.
The level of any late filing penalty depends on how late the accounts are when the registrar receives them. For example, a set of accounts that you should have delivered 2 months before an LLP was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty.
The LLP is not liable for late filing penalties for accounts received on restoration but which became due while the LLP was dissolved.
What happens when the court makes an order for restoration?
The applicant must deliver a copy of the court order to the registrar to restore the LLP. An LLP is restored when you deliver the order. When restoring an LLP that was registered in Scotland, the registrar in Scotland will require a copy of the order certified by the court.
What happens when the LLP has been restored?
When it has been restored, the general effect is that an LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register. The Court may give directions or make provisions to put the LLP and all other persons in the same position as they were before the LLP was dissolved or struck off. The registrar will also place a notice of the restoration in the relevant Gazette.

Administrative Restoration

Under certain conditions, where the registrar dissolved an LLP because it appeared to be no longer carrying on business or in operation, a former member may apply to the registrar to have the LLP restored. This is called ‘administrative restoration'. If the registrar restores the LLP it is deemed to have continued in existence as if it had not been dissolved and struck off the register.
Who can apply to have an LLP restored to the register?
Only a former member of the LLP can apply.
Can an application for administrative restoration by made in respect of any LLP?
No. To be eligible for administrative restoration, the LLP must have been:
  • struck off the register under sections 1000 and 1001 of the Companies Act 2006, as applied by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 or section 652 of the Companies Act 1985 (as applied by the Limited Liability Partnership Regulations 2001)
  • dissolved for no more than six years at the date the registrar receives your application for restoration

If an LLP meets the above criteria, an application for restoration can be made if it meets the following conditions:
  • it must have been carrying on business or in operation at the time it was struck off
  • if any property or rights belonging to the LLP became bona vacantia, the applicant must provide the registrar with a statement in writing from the relevant Crown Representative giving consent to the LLP's restoration. contains more details on the Crown Representative. This statement is called a ‘Bona Vacantia waiver letter', and must be obtained from the relevant Crown representative
  • the applicant must have delivered all documents necessary to bring the LLP's records up to date to the registrar and paid any outstanding late filing penalties.

How do I apply for administrative restoration?
You must send an Application for administrative restoration of an LLP to the Register – Form LL RT01 to the registrar together with a statement of compliance confirming that the applicant is legally entitled to make the application and that the conditions for restoration are met.
The fee for processing this application is £100.
What are the other costs or penalties involved in making an application for administrative restoration?
The applicant must meet the Crown representative's costs or expenses (if demanded). The LLP must pay any statutory penalties for late filing of accounts delivered to the registrar outside the period allowed for filing.
The level of any late filing penalty depends on how late the accounts are when the registrar receives them. For example, a set of accounts that you should have delivered 2 months before an LLP was dissolved are normally regarded as 2 months late if you deliver them on restoration and you must pay the relevant penalty before the restoration of the LLP.
The LLP is not liable for late filing penalties for accounts received on restoration but which became due while the LLP was dissolved.
What happens next?
The registrar will give notice to the person who has applied for restoration of his decision.
If the registrar restores the LLP to the register, the restoration will take effect from the date he sends the notice. The notice will include the LLP's registered number and the name of the LLP. If the LLP is restored to the register under a different name or with the LLP number as its name, that name and its former name will appear on the notice.
If the registrar does not restore the LLP to the register, the applicant has 28 days from the date the notice is issued by the registrar in which to apply to the Court for restoration.
Why would a company be restored with a different LLP name?
If at the date of restoration the LLP's former name is the same as another name on the registrar's index of company names it will need to choose an alternative name. The application for restoration may state another name by which the LLP is to be restored. You can check the registrar's index of company names by using the WebCHeck service on our website. On restoration, we will issue a change of name certificate as if the LLP had changed its name.
Alternatively, the LLP may be restored to the register as if its registered number is also its name. The members then have 14 days from the date of restoration to deliver the notice of Change of name for an LLP – Form LL NM01 to Companies House, with the appropriate fee.
It is an offence if the LLP does not change its name within 14 days of being restored with the LLP number as its name.
What happens when the LLP has been restored?
When it has been restored, the general effect is that an LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register. An application can be made to the Court for directions or provision required to put the LLP and all other persons in the same position as they were before the LLP was dissolved or struck off. Any such applications to the Court must be made within 3 years of the LLP being restored.

TAXATION

Taxation of UK LLPs

An LLP and its members are required to register with Her Majesty’s Revenue and Customs (HMRC).
Partnerships, including limited liability partnerships (LLPs), are transparent for tax purposes. This means that the partnership itself is not subject to corporation tax. Instead, the partners pay tax on the profits of the partnership in the relevant proportions.
In general, for tax purposes, partners are deemed to receive profits/revenues as they arise with the partnership (without any distribution).
At the same time, partnerships must submit tax returns. Both the partnership and its partners are tax-registered, partners who are individuals are registered as self-employed. The self-employed also pay social contributions.
Partnerships register for VAT, submit VAT returns, and pay VAT in a usual way.
If the LLP’s partners are non-UK tax residents and the LLP does not operate in the UK and has no UK-sourced income, there may be no UK tax.

Individual Taxation

Personal Income Tax
Individuals who are resident and domiciled in the UK are required to pay income tax on their worldwide income. UK non-domiciled residents can enjoy preferential taxation of income and assets outside the UK. If a resident does not live in the UK, taxation may differ.
Personal income tax is levied at progressive rates with some exemptions and peculiarities:
  • 20% on income up to GBP 37.500
  • 40% on income from GBP 37.501 to GBP 150.000
  • 45% on income over GBP 150.001

Dividend income is taxed at rates ranging from 7.5% to 32.5%, depending on the amount of the dividend.
There are non-taxable thresholds for certain types of income.

Capital Gains Tax
Capital gains up to GBP 12.300 are exempt from tax.
Gains over this amount and up to GBP 37,500 are taxed at the rate of 10%.
Gains beyond this threshold are taxed at the rate of 20%.
Non-exempt gains on disposal of residential property are taxed at the rate of 28% and 18%, depending on the sum of the gains.

Corporation Tax

A UK tax resident company pays corporation tax on its worldwide income.
The profits of a foreign permanent establishment may be excluded from the tax base at the option of the taxpayer. Nonresident companies pay tax on profits derived in the UK.
The basic corporation tax rate is 19%.
Capital gains are taxed at the regular corporation tax rate.
Profits from the sale of 10% of shares or more in a company are usually tax-exempt. The exemption does not apply to the sale of companies acquired in the previous year and of dormant companies.
In most cases, there is no tax on dividends from foreign sources, as well as dividends from UK companies, with some exceptions.

Withholding Tax

Withholding tax is not levied on dividend payments.
The tax is withheld on interest and royalty at the rate of 20%. There are exemptions for certain royalties and interest, for example, interest on quoted Eurobonds, interest on short-term (no more than a year) loans, etc.
The tax may be withheld on certain other income payments.

VAT

The standard VAT rate is 20%.
A reduced VAT rate of 5% applies to some types of goods and services.

Stamp Duty

Transactions with shares may be subject to stamp duty at the rate of 0.5% (in some cases, 1.5%).
On acquisition of nonresidential property, stamp duty is charged at the rate of 5%. Stamp duty on acquisition of residential property is 15% (if the purchaser is an individual, and the property is the only residential property, then stamp duty is levied at progressive rates up to 12%).
From 1 April 2021, an additional 2% will be charged if the purchaser of residential property is a nonresident.
Stamp duty is also due on property rents.
Special rules apply in Scotland and Wales.

Property Tax

Local authorities levy tax on properties located in their relevant areas.
Also, if a residential property is owned not by an individual and has a value of GBP 500,000 or more, then property tax (ATED - Annual Tax on Enveloped Dwellings) is charged at rates set in GBP and depending on the value of the property. This tax may be avoided if the property is rented out, and in some other cases.

Inheritance and Gift Tax

Inheritance Tax (IHT) is levied on the deceased taxpayer's estate in excess of GBP 325,000. This tax may also be levied during the taxpayer’s life on some transactions (the most common of which is the transfer of property to a trust).
In addition, this tax applies to transfers of property made by an individual in the 7 years before his death.
Individuals without a domicile (or imputed domicile) pay this tax on UK property.
Transfer of property between spouses, both during life and posthumously, is not subject to this tax, unless a domiciled spouse transfers the property to the non-domiciled spouse and the value of the property exceeds GBP 325,000.

Social Security Contributions

National Insurance contributions (NIC) are paid by employers, employees and self-employed.
The NIC at a rate of 12% applies to employees earning from GPB 184 to GBP 962 a week and at a rate of 2% on earnings above this threshold.
Employers pay NIC on employee’s pay at a rate of 13.8%.
Self-employed pay NIC at a rate of 9% on income from GBP 8,632 to GBP 50,000 per year and at a rate of 2% on the excess.

CFC Rules

UK companies may be required to pay tax on the profits of controlled foreign companies. The main goal is to tax profits that have been artificially de-taxed in the UK.
A number of tests are used to determine tax liabilities. In particular, it is determined whether profits are generated by a foreign controlled company due to significant functions performed in the UK.
There are various exemptions.

UK Has Left the EU (BREXIT)

The transition period for the UK’s exit from the EU expired at the end of 2020. By that time, the parties had managed to reach a deal on trade and cooperation, which provides, among others, non-levy of customs duties in mutual trading, subject to certain conditions.
The UK will no longer have access to EU Directives on subsidiaries and parent companies, or interest and royalties, or reorganizations. However, this can be largely offset by bilateral tax treaties between the UK and EU member states.
Changes in the relationship mean additional administrative burden, for example UK companies selling goods in the EU may need to register for VAT in different EU countries.
There are other implications of leaving the EU that should be considered as well.

The UK has exchange of information relationships with 153 jurisdictions through:
  • 132 DTCs: Albania, Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bahrain, Bangladesh, Barbados, Belarus, Belgium, Belize, Bolivia, Bosnia and Herzegovina, Botswana, Brazil, Brunei Darussalam, Bulgaria, Cameroon, Canada, Cayman Islands, Chile, China, Colombia, Croatia, Cyprus, Czech Republic, Côte d'Ivoire, Denmark, Egypt, Estonia, Falkland Islands (Malvinas), Faroe Islands, Fiji, Finland, Former Yugoslav Republic of Macedonia, France, Gambia, Georgia, Germany, Ghana, Greece, Grenada, Guernsey, Guyana, Hong Kong, Hungary, Iceland, India, Indonesia, Iran, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Kiribati, Korea (Republic of), Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Libya, Lithuania, Luxembourg, Malawi, Malaysia, Malta, Marshall Islands, Mauritius, Mexico, Moldova (Republic of), Monaco, Mongolia, Montenegro, Montserrat, Morocco, Myanmar, Namibia, Netherlands, New Zealand, Nigeria, Norway, Oman, Pakistan, Panama, Papua New Guinea, Philippines, Poland, Portugal, Qatar, Romania, Russian Federation, Saudi Arabia, Senegal, Serbia, Sierra Leone, Singapore, Slovakia, Slovenia, Solomon Islands, South Africa, Spain, Sri Lanka, Sudan, Swaziland, Sweden, Switzerland, Taiwan, Tajikistan, Thailand, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Tuvalu, Uganda, Ukraine, United Arab Emirates, United States, Uruguay, Uzbekistan, Venezuela, Viet nam, Zaire, Zambia, Zimbabwe.
  • 21 TIEAs: Anguilla, Antigua and Barbuda, Aruba, Bahamas, Belize, Bermuda, Dominica, Gibraltar, Grenada, Guernsey, Isle of Man, Jersey, Liberia, Liechtenstein, Nederland's Antilles, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Turks and Caicos Islands, Virgin Islands, British

Foreign exchange control

There are no foreign exchange controls in the UK.

ACCOUNTS

Accounts

Every UK company must prepare annual accounts reflecting its financial position and results of its activity for the given year.
The directors of every company must prepare accounts for each financial year. These are called stand-alone accounts. A UK parent company must also prepare group accounts.
Accounts must be filed with Companies House within 9 months of the accounting reference date. Failure to deliver accounts on time is a criminal offence.
In addition, the law imposes a civil penalty for late filing of accounts. The amount of the penalty depends on how late the accounts arrive:
Length of delay Penalty for a private company Penalty for a public company
Not more than 1 month GBP 150 GBP 750
More than 1 month but not more than 3 months GBP 375 GBP 1,500
More than 3 months but not more than 6 months GBP 750 GBP 3,000
More than 6 months GBP 1,500 GBP 7,500

The penalties will be doubled if a company files its accounts late in 2 successive financial years.

Audit

If a UK company is not eligible for audit exemption (see below), then its accounts must be checked by an auditor and the auditor’s report must be attached to the accounts for members and Companies House.
To qualify for audit exemption, a company must qualify as small in relation to the financial year. In other words, it must meet any two of the following conditions:
  • the annual turnover must not be more than GBP 10.2 million
  • the balance sheet total must not be more than GBP 5.1 million
  • the average number of employees must be not more than 50

Annual Return

Every UK company must file an Annual Return with Companies House at least once every 12 months. The company's director(s) and the secretary (where applicable) are responsible for ensuring that they deliver the Annual Return to Companies House within 28 days of the company’s anniversary of incorporation or the anniversary of the date of the most recent Annual Return.
If the Annual Return is not delivered, the Registrar might assume that the company is no longer carrying on business or in operation and take steps to strike it off the register.
An annual return is a snapshot of certain company information – its directors, secretary (if any), registered office, shareholders and share capital. It is a separate document from a company's annual accounts.
The Annual Return must include the following information:
  • company name
  • registration number
  • date that the Annual Return is made up to
  • principal business activity of the company
  • type of company, for example, private or public
  • registered office address of the company
  • address where the company keeps certain company records, if other than the registered office, and the records held there
  • details of the company secretary (corporate or individual), where applicable
  • details of all the company directors (corporate or individual).

Tax Returns

The tax period for corporation tax is the period covered by the company’s accounts; it must not exceed 12 months.
The tax return is filed electronically within a year of the tax period end.
Small companies pay corporation tax within 9 months of the end of the relevant tax period. Companies with higher taxable profits make provisional tax payments on a quarterly basis.

International law relations

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Party to the Hague Convention (Apostille) Legal system Double tax treaties network OECD member Offshore/onshore status according to the RF laws
Yes common law 132 Yes No

Public authorities and legal acts

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List of laws and regulations
Act name Scope of law
Company and Business Names (Miscellaneous Provisions) Regulations 2009 (SI2009/1085) company and business names
The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2009 sensitive words
Companies Act 2006 companies
Companies Act 2006 (Annual Returns) Regulations 2011 annual return
Limited Liability Partnerships Act 2000 limited liability partnership
The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 limited liability partnership
Income and Corporation Taxes Act 1988 income and corporation taxes
Taxation of Chargeable Gains Act 1992 taxation of chargeable gains
Value Added Tax Act 1994 VAT
Income Tax (Earnings and Pensions) Act 2003 income tax
Income Tax (trading and other income) Act 2005 income tax
Income Tax Act 2007 income tax
Corporation Tax Act 2010 corporation tax
Taxation (International and Other Provisions) Act 2010 international taxation
Inheritance Tax Act 1984 inheritance tax
Tax treaties entered Albania, Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bahrain, Bangladesh, Barbados, Belarus, Belgium, Belize, Bolivia, Bosnia and Herzegovina, Botswana, Brazil, Brunei Darussalam, Bulgaria, Cameroon, Canada, Cayman Islands, Chile, China, Colombia, Croatia, Cyprus, Czech Republic, Côte d'Ivoire, Denmark, Egypt, Estonia, Falkland Islands (Malvinas), Faroe Islands, Fiji, Finland, Former Yugoslav Republic of Macedonia, France, Gambia, Georgia, Germany, Ghana, Greece, Grenada, Guernsey, Guyana, Hong Kong, Hungary, Iceland, India, Indonesia, Iran, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Kiribati, Korea (Republic of), Kosovo, Kuwait, Kyrgyzstan, Latvia, Lebanon, Lesotho, Libya, Lithuania, Luxembourg, Malawi, Malaysia, Malta, Marshall Islands, Mauritius, Mexico, Moldova (Republic of), Monaco, Mongolia, Montenegro, Montserrat, Morocco, Myanmar, Namibia, Netherlands, New Zealand, Nigeria, Norway, Oman, Pakistan, Panama, Papua New Guinea, Philippines, Poland, Portugal, Qatar, Romania, Russian Federation, Saudi Arabia, Senegal, Serbia, Sierra Leone, Singapore, Slovakia, Slovenia, Solomon Islands, South Africa, Spain, Sri Lanka, Sudan, Swaziland, Sweden, Switzerland, Taiwan, Tajikistan, Thailand, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Tuvalu, Uganda, Ukraine, United Arab Emirates, United States, Uruguay, Uzbekistan, Venezuela, Viet nam, Zaire, Zambia, Zimbabwe.
Tax Exchange Information Agreement (TEIA) Anguilla, Antigua and Barbuda, Aruba, Bahamas, Belize, Bermuda, Dominica, Gibraltar, Grenada, Guernsey, Isle of Man, Jersey, Liberia, Liechtenstein, Nederlandse Antillen, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Turks and Caicos Islands, Virgin Islands, British
List of state regulatory authorities
UK Government https://www.gov.uk
HM Revenue & Customs http://www.hmrc.gov.uk/
Companies House http://www.companieshouse.gov.uk/index.shtml
The Gazette https://www.thegazette.co.uk
Bar Council http://www.barcouncil.org.uk

    Legal Partner of Review:

    GSL Law&Consulting (UK) Ltd

    Consultation regarding annual maintenance, tax planning and various offshore solutions, Company formation in all major financial service centers, shelf-companies, Formation of trusts, funds and financial companies, Provision of nominee directors and shareholders, Bank account opening, Accounting services, Compliance with statutory accounting requirements, Auditing, VAT registration and related consultancy.

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