UK GAAP for Business and Practice

Chapter 24: Limited Liability Partnerships

24.1 Introduction

a Introduction

The Limited Liability Partnerships Act came into force on 6 April 2001, permitting a new form of corporate business association the Limited Liability Partnership ("LLP"). Any new or existing firm of two or more persons can incorporate as an LLP.

Companies House describes the vehicle as "an alternative corporate business vehicle that gives the benefits of limited liability but allows its members the flexibility of organizing their internal structure as a traditional partnership".

Apart from tax considerations, the name of the vehicle is somewhat misleading it is closer to a limited liability company than a partnership. The LLP is a separate legal entity offering limited liability to its members.

In an LLP, the equivalent of director is known as a "designated member" (see 24.2(b) below).

The aim of this chapter is to provide an overview, and businesses considering this form of vehicle should seek appropriate legal and tax advice.

b Overview of Legal and Tax Consideration

1 Legal status

Similar to a limited company, an LLP can own its own assets (which can be the subject of fixed and floating charges) and enter into contracts.

Its members, in principle, have limited liability when acting on behalf of the LLP. Contractual claims by third parties will be against the LLP and not against its members.

2 Registration

An LLP must be registered at Companies House using a prescribed form with a statutory fee. A certificate will then be issued by the Registrar. This certificate has the same effect as...

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