Limited Liability Partnership - Key Features

Key features of an LLP

It is a body corporate, ie a separate legal entity distinct from its members. The LLP can own and hold property, employ people and enter into contractual obligations. Debts incurred are the debts of the LLP.

An LLP has unlimited capacity which means that third parties need not be concerned about any restrictions on its activities.

An LLP has members but no directors or shareholders. An LLP has no share capital and is not subject to the company law rules governing the maintenance of capital

The members of an LLP have limited liability.

The LLP is liable for all its debts to the full extent of its assets.

An LLP has complete flexibility as to the internal structure which it wishes to adopt: there are no requirements for board or general meetings or decision-making by resolution.

An LLP does not have a Memorandum or Articles of Association.

As the members have limited liability, the protection of those dealing with an LLP requires that the LLP maintains accounting records, prepares and delivers audited annual accounts to the registrar of companies, and submits an annual return in a similar manner to companies. However, the exemptions available to companies, for example with respect to the delivery of abbreviated accounts and exemption from audit also apply to LLP's.