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London LLP

London is not only the capital of the United Kingdom, but also one of the most important financial centres in the world. Situated on the River Thames in the south-east of England, London covers an area of 1610 km2, and has a population of over 7.5 million, which makes it the largest city in Western Europe. London itself can be divided into many smaller areas, possibly the most well known of which are the City of London (the City), the City of Westminster and the West End. The City is the true financial and business centre, as is home to such institutions as the Bank of England, the Royal Exchange and the Stock Exchange, as well as the Tower of London and St. Paul's Cathedral. The City of Westminster has been the religious and political centre of the country for almost 1000 years. The Houses of Parliament, Westminster Abbey and Buckingham Palace can all be found within the City of Westminster. The West End is the centre of the shopping and entertainment worlds, including such famous areas and stores as Soho, Covent Garden, Harrods and Fortnum and Mason. While finance and services account for some 85% of London's economy, there is also a huge tourism industry.

"Londinium" was established by the Romans as an important communications centre shortly after their invasion in 43 AD, and a typical Roman town grew in the area now referred to as the City. The next major developments took place under the Saxons, and saw the emergence of Westminster as both a religious and political centre. Under William 1st London became the capital of the country, and also emerged as a commercial centre. In 1665 and 1666 London was devastated first by the Great Plague and then by the Great Fire of London, which destroyed 80% of the city. London was rebuilt and by the end of the 17th century had grown to be the largest city in Europe, and phenomenal growth over the following 200 years made London the largest city in the world, though this was only short-lived, as by 1920 New York had taken over the mantle. The "Blitz" during the Second World War caused extensive damage, and led to a re-building and modernisation programme. The 1950s also saw a huge increase in the number of immigrants, which helped give London its multi-racial character.

London has always enjoyed a slightly different status, having its own mayor for many years (a system which was re-introduced in May 2000) and also having its own police force. It is also, of course, the home of the British Parliament, and seat of both the monarch and the prime minister.

United Kingdom - LLP

General Information on Limited Liability Partnerships (LLPs), UK

What is a Limited Liability Partnership (LLP)?

An LLP is a partnership which is in itself a legal entity, and whose partners enjoy limited liability. The partnership has existed as a corporate form in UK corporate legislation for more than a century, but a new limited liability act, which was passed in 2000, has totally modernised the partnership, making its operation much more simple and convenient.

Company status:

Non-resident/Resident Company
Source of corporate legislation:Limited Liability Partnership Act 2000, Limited Liability Partnership Regulations 2001.
Method of registration:A special form is signed by the partners and registered with Companies House. A Certificate of Registration is issued by Companies House following registration.
Time required for registration:2-4 weeks.
Possible suffixes to company name:LLP or Limited Liability Partnership
Restrictions on company name:The name of an LLP should not be the same as or similar to a name already registered. The name must not include the following names or their derivatives: British, English, European, Great Britain, United Kingdom, International, National, Institute, Authority, Board, Council, Chamber, Charter, Chemistry, Holding, Registered, Sheffield, Trade Union, Foundation, Trust, Stock Exchange, University, Credit Union, Bank, Insurance and some others. Registration of names, including those containing the words mentioned above is possible only if approved by the relevant authorities.
Capitalisation:No minimum requirements
Type of shares:No shares are issued.
LLP structure:An LLP is formed by partners (at least two) for the purpose of carrying on a lawful business with a view to profit. The liability of the partners is limited to the assets of the LLP. The LLP does not have directors as it is usually managed by the partners, although it is also possible to appoint a manager.
Number of Directors:LLPs have no directors.
Number of owners (partners):A minimum of 2 partners are required to form an LLP. The minimum number of designated partners (see below) is 2. If the company has only two partners, both will be designated partners.
Who can be a partner of an LLP?Any person or legal entity can be a partner in an LLP. There are no restrictions on the nationality or residency of the partners, i.e. partners may be either residents or non-residents of the U.K.
What is the difference between a limited liability partnership and a limited company?The structure of an LLP is different from that of an Ltd (see above). In addition, there are significant differences from the point of view of taxation. Limited companies are taxed as corporations, while LLPs are taxed as partnerships (see the detailed information below).
Information available to the public.LLP name, registered office address, names and addresses of partners, names and addresses of designated partners.
Disclosure of owners (partners):Names and addresses of partners are available to the public.
Accounting/Reporting requirements:Each LLP must deliver to Companies House an annual return and annual accounts, reporting on the financial performance and position of the LLP during the year.
Registered office address:Each LLP must have a registered office, which must be a physical location, not just a post office box. The registered address can be anywhere in England and Wales. All official documents, letters and reminders of Companies House, as well as notices and court papers have to be sent to the registered office address. If an LLP changes its registered office address after incorporation, then Companies House must be notified of the new address within 14 days of the change. All company documents (or copies of them) must be kept at the registered office address.
Registered secretary:An LLP is not required by law to have a registered secretary. However, it is advisable to appoint a local qualified secretary, who will be responsible for the preparation of the annual return of the company and for the keeping of professional records to avoid the risk of penalties.
What is meant by the term "designated member"?Designated members have the same rights and duties towards the LLP 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. Designated members are responsible for:
- Appointing an auditor,
- Signing the accounts on behalf of the members,
- Delivering the accounts to the Registrar,
- Notifying the Registrar of any membership changes or changes in the registered office address or name of the LLP,
- Preparing, signing and delivering to the Registrar an annual return, and
- Acting on behalf of the LLP if it is wound up or dissolved.
Designated members are accountable in law for failing to carry out these legal responsibilities.
Every LLP 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.
Requirements regarding the use of the name of the LLP and other registration information:The LLP must paint or affix its name on the outside of every office or place in which its business is carried on - even if that is the home of a member. The name must be kept painted or affixed there, and must be both conspicuous and legible.
The LLP must also state its name, in legible lettering, on the following:
- All the LLP's business letters,
- All its notices and other official publications,
- All bills of exchange, promissory notes, cheques and orders for money and goods purporting to be signed by, or on behalf of, the LLP,
- All its bills of parcels, invoices, receipts and letters of credit.
In addition, the LLP must show the following information on all its business letters and order forms:
- Its place of registration (for example: Registered in London) and its registered number,
- 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 it should be mentioned which one is the registered office address.
What is an annual return and when should it be submitted?An annual return is a snapshot of the information on the LLP which must contain the following information:
- The name of the LLP,
- Its registered number,
- Its registered office address,
- The address where certain LLP registers are kept if not at the registered office,
- The name and address of each member,
- If not all the members are designated members, then details of which of them are designated members.
The annual report is separate from the LLP's annual accounts.
Every LLP must deliver an annual return to Companies House at least once every 12 months. The annual return should be delivered to Companies House within 28 days of the anniversary of incorporation of the LLP.
The designated members of an LLP are responsible for ensuring that the annual return:
- Is delivered to Companies House in time, and
- Gives a true picture of the membership of the LLP at the time of delivery.
Designated members can be prosecuted if the LLP fails to deliver the annual return in time.
Annual accounts

Every LLP must prepare annual accounts that report on the financial performance and position of the LLP during the year. The period reported on in the accounts is called the financial year, or the accounting reference period. This starts on the day after the previous financial year ended or, in the case of a new LLP, on the day of incorporation.

For all new LLPs, the first accounting reference period is automatically set as the first anniversary of the last day in the month in which the LLP was incorporated. For example, if the LLP was incorporated on 10 June 2001 its accounting reference date would be set at 30 June. The next accounting reference period will start on July 1, 2002 and will end on 30 June 2003.

The accounts must normally be delivered to Companies House within 10 months of the accounting reference date.
What does a set of accounts include?Generally, the accounts must include:
- A profit and loss account,
- A balance sheet signed by a designated member,
- An auditor's report signed by the auditor,
- Notes to the accounts, and
- Group accounts (if appropriate).
The accounts must be approved by the LLP's members and signed before they are sent to Companies House.
Penalties for late filing of the accounts:There is an automatic civil penalty for late filing. The amount of the penalty depends on how late the accounts are filed. The fixed penalties are as follows:
Length of delayAmount of penalty
3 months or lessGBP 100
3 months one day to 6 monthsGBP 250
6 months one day to 12 monthsGBP 500
More than 12 monthsGBP 1000

Failure to deliver accounts on time is also a criminal offence for which designated members may be prosecuted.
Taxation of LLPs:LLPs are taxed as partnerships. This means that the company is not taxed at the corporate level, as in the case of limited companies. The profit of an LLP is divided between the partners in the proportion of their participation in the LLP, and the partners must pay taxes in the place in which they are resident for tax purposes. The income received from the LLP must be added to the income received from other sources and tax should be calculated according to the total income. If the partners of an LLP are non-residents of the UK, the LLP has conducted no activities on the territory of the UK and received no income from UK sources, then the partners will not become subject to taxation in the UK.
Double Tax Treaties:Non-resident LLPs are not subject to DTTs concluded by the UK

COMPULSORY COSTS (payable prior to registration)

Registration fee:190 GBP
Notarial certification:95 GBP
International authentication (Apostille):125 GBP
Legal expenses, filing fees and stamp duties:95 GBP
Issuing of share certificates and initial minutes and forms:20 GBP
Corporate seal:30 GBP
Courier fees:35 GBP
Subtotal:300 GBP
Registered office and registered agent:490 GBP
Annual tax and duties:0% or 20-28% on profit
Administration fee250 GBP
Subtotal:690 GBP
Total:990 GBP

* The annual fees for the first year of existence of the company are payable prior to registration. Subsequently, the amount of 690 GBP is payable annually, beginning from the second year of existence of the company. Non-payment of the annual fees results in the company being struck off the Company Register.

The amount of 990 GBP includes the following services: formation of the company, duties payable to the local authorities for the registration of the company, provision of registered office for 1 year, luxury leather corporate kit containing Certificate of Incorporation with Apostille, Partnership Agreement, Corporate Register, Certificate of Interests, initial forms and minutes, and 2 company seals. The price contains no hidden costs!

Power of Attorney with Notarial Certification:190 GBP
Apostille:125 GBP
Certificate of Good Standing: 190 GBP
Legalization in Foreign Consulates:596 GBP
Accounting and Auditing fee:min. 600 GBP
Mail Forwarding / Tel.- Fax - Mail Forwarding services245/695 USD / year

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