Part 2 Incorporation of an LLP
February 2013
An LLP is a body corporate with a legal identity separate to that of its members [Note 1]. There are no restrictions on an LLP’s operations [Note 2]. An LLP may own assets in the same way as a limited company.
An LLP may be formed by two or more legal persons (for example individuals, limited companies, LLPs, corporations etc) for carrying on a lawful business with a view to profit [Note 3].
53A.15 How to incorporate an LLP
To incorporate an LLP form LL IN01 (available here) should be completed and sent to the registrar of companies together with the registration fee [Note 4]. The form may be submitted electronically, where an account is held with Companies House to process the payment, or by post. Electronic submission is slightly cheaper and applications are normally processed within 24 hours. Paper documents must include a cheque or postal order and are usually processed within 5 days of receipt.
53A.16 Filing the incorporation document with a statement of compliance
Before filing the incorporation document all members and designated members (see paragraph 53A.38) must sign and date the incorporation document to confirm their consent to act. The incorporation document certifies that two or more persons named on the form are associated for carrying on a lawful business with a view to profit. Part 3 of the incorporation document must be signed by a proposed member or a solicitor [Note 5]. Anyone signing the document which contains a statement which they know is, or believe to be, false commits an offence [Note 6].
53A.17 Information required on incorporation document
The incorporation application form LL IN01 requires the provision of the following information [Note 7]:
53A.18 Restrictions on the name of an LLP
There are restrictions placed on the name an LLP can register, either on incorporation or by a change. An LLP cannot use a name:
53A.19 Further considerations on naming an LLP
The use of certain words, for example “Fund”, “Inspectorate”, “Royal”, “Reassurer”, “British” etc., require agreement of the relevant organisation or the Secretary of State before they can be used in an LLP’s name [Note 11]. The name of an LLP must end with the words “Limited Liability Partnership” or its Welsh equivalent “Partneriaeth Atebolrwydd Cyfyngedig”, or their accepted abbreviations (LLP or PAC) [Note 12].
53A.20 Secretary of State’s direction to change an LLP’s name
The Secretary of State may direct an LLP to change its name if it is similar to an existing name. A failure to change the name as directed is a criminal offence [Note 13]. The Secretary of State may also direct the LLP to change its name if the information provided to the registrar of companies is misleading. A failure to change the name as directed is a criminal offence [Note 14]. Where the Secretary of State believes that the name is misleading in terms of the activities suggested or if there is a likelihood of this causing harm to the public he/she may direct the LLP to change its name. A failure to change the name as directed is a criminal offence. However the LLP has the right to appeal to the court to change this decision [Note 15].
53A.21 Objections to an LLP’s name
An LLP may be required to change its name and to register the change with the registrar of companies if an objection that the name is similar to another on the register is upheld by the company names adjudicator [Note 16]. If the LLP does not comply with an order to change its name the company adjudicator may determine a new name for the LLP [Note 17].
53A.22 Change of name of an LLP
An LLP may change its name at any time [Note 18]. Where the name is changed the notice of change should be delivered to the registrar of companies [Note 19].
53A.23 The effect of a change of name of an LLP
A change of name has no effect on the rights or duties of the LLP nor does it have any effect upon any legal proceedings which may have been started. Any legal proceedings would simply continue in the new name of the LLP [Note 20].
53A.24 Displaying the LLP name
The name of the LLP must be displayed at the registered office [Note 21] or place at which it carries on business [Note 22] in characters that can be read easily [Note 23] and be seen readily by any visitor [Note 24]. The “office” of a member of an LLP working from his/her home address is excluded unless it is also the LLP’s registered office [Note 25].
53A.25 Displaying the LLP name on its stationery
An LLP must show its full name (as it appears on the certificate of incorporation, see paragraph 53A.32) on all business letters and other documents, for example notices, official publications, cheques, invoices, receipts, etc and on any websites it holds [Note 26]. In addition an LLP must show on its business letters, order forms and on its websites the address of the registered office, the part of the United Kingdom in which it registered, England and Wales, Wales, Scotland or Northern Ireland and the LLP’s registered number [Note 27].
53A.26 Members’ residential addresses
The incorporation document (Form LL AP01) (see paragraph 53A.17) lists the names, nationality, date of birth, business occupation and a service address for each member. The service address may be recorded as the LLP’s registered office. The LLP is required to keep a register of members which also contains this information [Note 28]. Form LL AP01 also contains the member’s usual residential address, although this information will not be kept on the public register [Note 29] unless disclosed as the service address. The registrar of companies may disclose the member’s residential address to a credit reference agency or a public authority [Note 30]. The Insolvency Service is included within the definition of a specified public authority [Note 31].
53A.27 Registrar of companies and a member’s residential address
The registrar of companies may place a member’s residential address on the public register if communications requiring a reply within a specified period remain unanswered or there is evidence that sending documents to a member’s service address is not effective [Note 32]. The registrar of companies must give notice of his/her intentions to the member and to every LLP of which the individual is a member [Note 33]. The registrar of companies must take into account any representations made by the member before putting his/her residential address on the public register [Note 34]. The legislation does not specify time limits for the issue of the notice and receipt of representations from the member.
53A.28 Publication of a member’s address
If the registrar of companies decides to publish the member’s residential address on the public register he/she must state that address as the member’s service address and that the usual residential address is the same as the service address. The registrar of companies must give notice to the member and to the LLP. The LLP must enter the residential address as the service address in the register of members. If the member notifies the LLP of a more recent residential address, it must enter that address in the register of members as the member’s service address and notify the registrar of companies of the change. Failure to comply is a criminal offence and the LLP and every designated member in default is liable on summary conviction to a fine and a daily default fine for continued contravention. If a member’s residential address has been put on the public record by the registrar, he/she cannot register a service address, other than his/her usual residential address, for a period of 5 years [Note 35].
53A.29 Register of members’ residential addresses
An LLP is required to keep a register of individual members’ residential addresses. Failure to comply is a criminal offence and the LLP and every designated member in default is liable on summary conviction to a fine and a daily default fine for continued contravention [Note 36].
An LLP must have a registered office where notices, letters, etc. can be delivered. The location of the registered office is determined by the members and any change is made by resolution of the members [Note 37].
53A.31 Location of the registered office
The location of the registered office must be specified on the incorporation document ( see paragraph 53A.17). The LLP must state whether the registered office is in England or Wales, Wales, Scotland or Northern Ireland [Note 38]. A change of registered office must be notified to the registrar of companies and signed by a designated member (see paragraph 53A.38). The change in address takes effect upon the notice being registered by the registrar of companies [Note 39]. The registrar of companies uses the Post Office address file to check the validity of each application for the use of an address as the registered office.
53A.32 Certificate of incorporation
The registrar will issue a certificate of incorporation if all the appropriate requirements have been met [Note 40]. The certificate is conclusive evidence that the LLP is incorporated by the name specified in the incorporation document [Note 41]. The certificate shows the name of the LLP, its registered number (which commences with the prefix “OC”. The “OC” stands for other company to show that is an LLP rather than a limited company), the date of incorporation and whether the registered office is in England and Wales, Wales, Scotland or Northern Ireland [Note 42]. The certificate must be signed by the registrar or authenticated by his/her official seal.
[Back to Part 1 History and legislation relating to LLPs] [On to Part 3 LLP membership – duties and responsibilities]