BLP WS16
Incorporation
Limited Liability Partnerships
Limited Liability Partnerships (LLPs) are essentially a hybrid between a partnership, and a company.
Legislation v Limited Liability Partnerships Act 2000 (LLPA 2000)
v Limited Liability Regulations 2001 (LLP Regs 2001)
Creation ® Formalities - Created by registration at Companies House.
Þ Must send two forms to Companies House:
ü An “incorporation document” which contains:
• Name of the LLP
• Address of the registered office.
• Name and address of each member.
• Identities of designated members.
ü An “incorporation form”
• Confirms that the obligation under s2(1)(a) that two or more partners have
subscribed their names to the incorporation document have been complied with.
Þ Companies House issue a certificate of registration.
Designated ® By s2(1)(a) and s8(2) LLPA 2000 an LLP must have at least two “designated members”.
members Designated members are members with specific responsibilities under the LLPA 2000, the CA 2006 and
the IA 1986.
They must:
Þ Sign and file annual accounts with the Registrar (CA 2006, s444(6))
Þ Send notices to the Registrar e.g. a member leaving or joining (LLPA 2000, s9(1))
Þ Apply for a change of name of the LLP (LLPA 2000, Sch 1 para 5(2)(b))
Þ Apply to strike off the LLP from the register (CA 2006 s1003) and wind up the LLP (IA 1986,
s89(1))
Key ® Separate Legal Personality
characteristics Þ Unlike partnerships, LLP’s have their own legal personality, meaning the LLP itself can sue, be
sued etc.
Þ This means that the LLP will not cease to exist if members leave so that there are less than two,
it will continue to exist until it is dissolved.
1
Incorporation
Limited Liability Partnerships
Limited Liability Partnerships (LLPs) are essentially a hybrid between a partnership, and a company.
Legislation v Limited Liability Partnerships Act 2000 (LLPA 2000)
v Limited Liability Regulations 2001 (LLP Regs 2001)
Creation ® Formalities - Created by registration at Companies House.
Þ Must send two forms to Companies House:
ü An “incorporation document” which contains:
• Name of the LLP
• Address of the registered office.
• Name and address of each member.
• Identities of designated members.
ü An “incorporation form”
• Confirms that the obligation under s2(1)(a) that two or more partners have
subscribed their names to the incorporation document have been complied with.
Þ Companies House issue a certificate of registration.
Designated ® By s2(1)(a) and s8(2) LLPA 2000 an LLP must have at least two “designated members”.
members Designated members are members with specific responsibilities under the LLPA 2000, the CA 2006 and
the IA 1986.
They must:
Þ Sign and file annual accounts with the Registrar (CA 2006, s444(6))
Þ Send notices to the Registrar e.g. a member leaving or joining (LLPA 2000, s9(1))
Þ Apply for a change of name of the LLP (LLPA 2000, Sch 1 para 5(2)(b))
Þ Apply to strike off the LLP from the register (CA 2006 s1003) and wind up the LLP (IA 1986,
s89(1))
Key ® Separate Legal Personality
characteristics Þ Unlike partnerships, LLP’s have their own legal personality, meaning the LLP itself can sue, be
sued etc.
Þ This means that the LLP will not cease to exist if members leave so that there are less than two,
it will continue to exist until it is dissolved.
1
