Formation and Names
This guide is about requirements for the incorporation of limited liability partnerships. It applies to limited liability partnerships formed and registered in England, Wales and Scotland. It covers the formation documents, limited liability partnership members, and the controls applied to the use of certain limited liability partnership names. This includes:
- the rules and restrictions on the choice of limited liability partnership names both when a limited liability partnership is formed and when it changes its name;
- how to change a limited liability partnership name.
- when Companies House will not register a limited liability partnership name and when the use of sensitive words or expressions will need to be justified or need prior approval from a recognised authority and
- when you can object to the registration of a particular limited liability partnership name, and also what to do if your limited liability partnership name has been objected to and you are directed by the Secretary of State to change the name.
- where you must display the limited liability partnership name and what information must appear on partnership stationery and
- when changes in the limited liability partnership's circumstances and particulars must be notified to Companies House.
You will find the relevant law in the Limited Liability Partnerships Act 2000, and in the Limited Liability Partnerships Regulations 2001.
New limited liability partnerships
A limited liability partnership is a new form of legal business entity with limited liability.
The main features of limited liability partnerships are that they have organisational flexibility and are taxed as partnerships. In many other respects they are very similar to companies.
It is an alternative corporate business vehicle that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership. The LLP is a separate legal entity and the liability of the members will be limited.
What is the difference between a limited liability partnership and a limited company?
The main difference is that a limited liability partnership has the organisational flexibility of a partnership and is taxed as a partnership. In other respects it is very similar to a company.
Who can form a limited liability partnership?
The Act generally allows two or more persons associated for carrying on a lawful business with a view to profit to form a limited liability partnership by subscribing to its incorporation document. However, limited liability partnerships are not available for all activities such as non-profit-making activities.
What is an Incorporation Document (Form LLP2)?
The form sets out:
- the limited liability partnership's name;
- where the registered office of the limited liability partnership is situated (in England, Wales or Scotland);
- the address of the registered office;
- the name, full address and date of birth of each member; and
- which of these persons are to be designated members or that all members are designated members.
The Form LLP2 includes a statement of compliance that must be signed by a solicitor or a proposed member. Whoever signs the statement must indicate in what capacity they are signing the form. All members and designated members must sign and date the incorporation document to confirm their consent to act.
What is a registered office?
It is the address of a limited liability partnership to which Companies House will send letters and reminders. The registered office can be anywhere in England and Wales (or Scotland if your limited liability partnership is registered there). The registered office must always be an effective address for delivering documents to the limited liability partnership, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If a limited liability partnership changes its registered office address after incorporation, the new address must be notified to Companies House on Form LLP287.
What is the minimum number of designated members a limited liability partnership requires?
Every limited liability partnership 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. (The limited liability partnership may have decided that all members will be designated members or that only some members will be designated members - see question 5 above).
After incorporation, you must tell Companies House about:
- the appointment of a new member or designated member - use Form LLP288a;
- a member or designated member ceasing to act in the limited liability partnership - use Form LLP288b;
- changes in a member's or designated member's name or address or any of the other details originally registered on Form LLP2 - use Form LLP288c;
- changes in a member's status (member to designated member or vice versa ) - use Form LLP288c;
- a reversal of the decision that either all members or only specific members will be designated members - use Form LLP8. (Forms LLP288c, changing the status of each member, may also be required).
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 limited liability partnership as any other member. These mutual rights and duties are governed by the limited liability partnership agreement and the general law. 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 the Registrar;
- notifying the Registrar of any membership changes or change to the registered office address or name of the limited liability partnership;
- preparing, signing and delivering to the registrar an annual return (Form LLP363); and
- acting on behalf of the limited liability partnership if it is wound up and dissolved.
Designated members are also accountable in law for failing to carry out these legal responsibilities.
Can I choose any name I want for my limited liability partnership?
No. There are some restrictions on your choice.
Limited liability partnership name checks
Briefly, the restrictions are that:
- you cannot register the same name as another limited liability partnership or company;
- the use of certain words is restricted; and
- names likely to cause offence are not allowed.
It is also important to check whether your chosen name is similar to any other names already on the register. If you have Internet access, you can view the register of names on our web site at www.companieshouse.gov.uk. If your chosen name is too like another name, an objection could be made within the 12 months following the incorporation of your limited liability partnership and you could be directed by the Secretary of State to change the limited liability partnership's name.
Names cannot be reserved and formation applications are not processed strictly in order of time or date of receipt. In the unlikely event that we receive more than one application to register the same name, only one will be registered. The second will be refused because the name would then already be on the names index. There can be no guarantee which application will be processed first. In general, company incorporation applications delivered electronically are processed more quickly than other applications delivered on paper, including LLP applications.
Choosing a limited liability partnership name
1. Can I choose any name I want for my limited liability partnership?
No. Several regulations can affect your choice. For example, all limited liability partnership names must end with the words 'Limited Liability Partnership'.
2. Could my choice of name be rejected?
Yes, if:
- it is 'the same as' a name already on the index
- it includes the words 'limited liability partnership' anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of the words;
- it is offensive;
- its use would be a criminal offence;
- it includes ‘SE’ (or the abbreviation SE bracketed or with other punctuation marks before or after the abbreviation).
In addition, some names need the approval of the Secretary of State before they can be registered. These include names which contain words prescribed by regulations and names which suggest a connection with central or local government.
Make sure that the name you want to use is acceptable before you complete your incorporation document - Form LLP2 - or complete Form LLP3 to change a limited liability partnership name. If in doubt, contact:
How do I register my limited liability partnership name?
If your chosen name is not already on the Company and Limited Liability Partnership Names Index and is not one which needs the Secretary of State's approval, then send your incorporation document (or Form LLP3 if an existing limited liability partnership is changing its name) to:
- Limited Liability Partnership Team, Cardiff for limited liability partnerships registered in England and Wales; or
- The Registrar of Companies for Scotland for limited liability partnerships registered in Scotland.
If your documents are correct, the limited liability partnership name will be registered and a certificate of incorporation issued.
Publication of the name of the limited liability partnership and details to be shown on stationery
Your limited liability partnership must state its name (as it appears in its Incorporation Document Form LLP2) in certain places and on its business stationery. Your limited liability partnership must also give certain information on all its business letters and order forms.
Where must the limited liability partnership name be displayed?
Every limited liability partnership must paint or affix its name on the outside of every office or place in which its business is carried on - even if it is a member's home. The name must be kept painted or affixed and it must be both conspicuous and legible.
On which documents must the limited liability partnership name be shown?
As of 1 January 2007, whether in hard copy, electronic or any other form - the limited liability partnership must state its name, in legible lettering, on the following:
- all the limited liability partnership's business letters;
- all its notices and other official publications;
- all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the limited liability partnership;
- all its bills of parcels, invoices, receipts and letters of credit.
Must the limited liability partnership show any other details?
Yes. On all its business letters and order forms the limited liability partnership must show in legible lettering:
- Its place of registration and its registered number. The place of registration must be one of the following, as appropriate:
- The fact that it is a limited liability partnership.
- The address of its registered office. If a business letter or order form mentions more than one address, it is recommended that you say which is the registered office address.
The new limited liability partnership - looking forward
1. What information does Companies House require?
Designated members have a personal responsibility to make information about the structure, management and activities of their limited liability partnership available both to the members of the limited liability partnership and to the general public. This will include accounts.
2. What period should the accounts cover?
A limited liability partnership's first accounts must start on the day of incorporation. The first financial year must end on the 'accounting reference date' or a date up to seven days either side of this date. Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.
3. How is the accounting reference date set?
The accounting reference date is the date in each year to which accounts will be drawn up. The date depends on the date of incorporation as it is the last day of the month in which the anniversary of incorporation falls. For example, if your limited liability partnership is incorporated on 2 July this year, the accounting reference date will be 31 July, and its first financial year must end on 31 July next year (or within seven days of that date).
4. Can the accounting reference date be changed?
Yes. You may change it by sending Form LLP225 to the Registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts to us.
5. How long do I have to deliver accounts?
The first accounts of a limited liability partnership must be delivered:
- within 10 months of the end of the accounting reference period; or
- if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.
6. What else must I tell Companies House?
Here are some of the important things that you must tell us about - using, in most cases, a special form we provide, and within the time limits stated.
- Changes of members and designated members, within 14 days. For appointments use Form LLP288a, for resignations use Form LLP288b, and for changes of designation use Form LLP8.
- Change of members' and designated members' personal details, within 28 days using form LLP288c
- Register and debenture holders.
- Details of any mortgage or charge created by the limited liability partnership, within 21 days.
- A change of registered office, within 14 days. Use Form LLP287. The change becomes legally effective only when we have registered the form.
7. What about annual returns?
Every limited liability partnership must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.
8. What does Companies House do with the information my limited liability partnership sends?
We must make the information available to anyone who wants to see it. So the information you send will be added to your record and will be available for public inspection.
10. What if the limited liability partnership doesn't take off or I no longer need it?
Limited liability partnerships that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register. For information on this, and formal insolvency proceedings,