LPC SUMMARY
BLP
REVISION NOTES
2020
1
,Setting Up In Business
Business Media Table
Sole Trader Company Partnership LLP
Governing statute Commercial Companies Act 2006 Partnership LLPA 2000
and tax Act 1890 LLPR 2001
legislation as Default position: Companies
for individuals Profits Act 2006
shared
equally
No Salary
Either
can take
decisions
Leaving
partnership
= dissolution
Expulsion
requires
unanimous
consent
Liability of Unlimited Limited to the Partners have Partners liability
investors personal amount unpaid on unlimited limited and are
liability of their shares (s 3(2) personal liability not personally
individual CA 2006) on either a liable over and
joint, or a joint above their capital
But note that may and several share in the LLP
require personal basis
guarantee determined by Personal
the nature of guarantee may be
the liability required
Legal status of Individual Separate legal No separate Separate legal
the business personality – artificial legal personality person
medium legal person from the
individuals
forming the
partnership
2
,Number of 1 1 (s 7(1) CA 2006) 2 2
persons needed If a business is
carried on for
over 6 months
after the LLP is
down to one
member, that
member becomes
jointly and
severally liable,
with the LLP, for
debts incurred
after the 6-month
grace period –
i.e. the benefit
of limited
liability is lost.
Expenses before / Nill Administration and Nill, although a Administration
in set-up legal costs in partnership costs in
submitting to agreement submitting
Companies House (deed) is LLIN01
Creation of / strongly Registration
amendment of advisable, and fee
articles of this will have Creation
association and associated legal of
memorandum costs members'
Registration fee agreement
Submitting Printing LLP
confirmation stationery, as
statement, accounts the LLP’s
Company stationery name must
appear on
all the same
documents
as required
of a
company
3
, Publicity and Register for Registered with None; register Registration at
disclosure self- Companies House: for self- Companies House:
assessment assessment
with HMRC; Registered office individually Registered
no CH (s 86 CA 2006) office (s
requirements Accounts (s 441 2(2)(c) +
CA 2006) (d) LLPA
Resolutions of the 2000)
members, such as Details of
special resolutions members
to change the (s 2(2)(e)
companies articles LLPA 2000)
(ss 29 + 30 CA Accounts
2006) – 2008
List of PSCs, with Regs
changes to CH PSCs (SBEEA
within 14 days – 2015) – filed
PSC Register and updated
(SBEEA 2015) within 15
Statements of days
Capital where share For large
capital has LLPs, publish
changed during details of
the year payment
For large practices and
companies, policies
information re:
payment practices
and policies, bi-
annually
Ongoing expenses Minimal Accounts annually Minimal Similar to a
Auditing of company –
accounts where Accounts
not small annually
Confirmation Audit of
Statement accounts
where
not small
Confirmation
statement
+ fee
4
BLP
REVISION NOTES
2020
1
,Setting Up In Business
Business Media Table
Sole Trader Company Partnership LLP
Governing statute Commercial Companies Act 2006 Partnership LLPA 2000
and tax Act 1890 LLPR 2001
legislation as Default position: Companies
for individuals Profits Act 2006
shared
equally
No Salary
Either
can take
decisions
Leaving
partnership
= dissolution
Expulsion
requires
unanimous
consent
Liability of Unlimited Limited to the Partners have Partners liability
investors personal amount unpaid on unlimited limited and are
liability of their shares (s 3(2) personal liability not personally
individual CA 2006) on either a liable over and
joint, or a joint above their capital
But note that may and several share in the LLP
require personal basis
guarantee determined by Personal
the nature of guarantee may be
the liability required
Legal status of Individual Separate legal No separate Separate legal
the business personality – artificial legal personality person
medium legal person from the
individuals
forming the
partnership
2
,Number of 1 1 (s 7(1) CA 2006) 2 2
persons needed If a business is
carried on for
over 6 months
after the LLP is
down to one
member, that
member becomes
jointly and
severally liable,
with the LLP, for
debts incurred
after the 6-month
grace period –
i.e. the benefit
of limited
liability is lost.
Expenses before / Nill Administration and Nill, although a Administration
in set-up legal costs in partnership costs in
submitting to agreement submitting
Companies House (deed) is LLIN01
Creation of / strongly Registration
amendment of advisable, and fee
articles of this will have Creation
association and associated legal of
memorandum costs members'
Registration fee agreement
Submitting Printing LLP
confirmation stationery, as
statement, accounts the LLP’s
Company stationery name must
appear on
all the same
documents
as required
of a
company
3
, Publicity and Register for Registered with None; register Registration at
disclosure self- Companies House: for self- Companies House:
assessment assessment
with HMRC; Registered office individually Registered
no CH (s 86 CA 2006) office (s
requirements Accounts (s 441 2(2)(c) +
CA 2006) (d) LLPA
Resolutions of the 2000)
members, such as Details of
special resolutions members
to change the (s 2(2)(e)
companies articles LLPA 2000)
(ss 29 + 30 CA Accounts
2006) – 2008
List of PSCs, with Regs
changes to CH PSCs (SBEEA
within 14 days – 2015) – filed
PSC Register and updated
(SBEEA 2015) within 15
Statements of days
Capital where share For large
capital has LLPs, publish
changed during details of
the year payment
For large practices and
companies, policies
information re:
payment practices
and policies, bi-
annually
Ongoing expenses Minimal Accounts annually Minimal Similar to a
Auditing of company –
accounts where Accounts
not small annually
Confirmation Audit of
Statement accounts
where
not small
Confirmation
statement
+ fee
4
