LIMITED LIABILITY PARTNERSHIP DESCRIPTION
A limited liability partnership is a new form of legal business entity with limited liability.

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:

	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, while the LLP itself will be liable for the full extent of its assets, the liability of the members will be limited.
	The Limited Liability Partnerships Act 2000 and Regulations 2001 came into force on 6 April 2001.
	Any new or existing firm of two or more persons can incorporate as an LLP.
	LLPs are only available to any lawful business that is carried out with a view to a profit.
	An LLP is taxed as a partnership. The internal structure of the LLP is similar to that of a partnership. The members provide working capital and share any profits. Income derived by the members from the LLP will be closer to that of a partnership than to the dividends paid by companies. The Act also provides that any partnership converting to an LLP will receive relief from stamp duty on any property transferred in the first year, subject to conditions. Members will be liable to pay Class 2 and Class 4 National Insurance contributions. For further information on Tax and National Insurance please visit the Inland Revenue Website: www.inlandrevenue.gov.uk
	The LLP legislation does not allow for a 'conversion process' - in the way that a limited company can convert to PLC status under the Companies Act, for example. Anyone with a current limited company wishing to transfer their existing company name to a new LLP should contact the LLP Team Leader. The process will involve a closely controlled company change of name and an LLP incorporation. Establishing contact prior to submitting the necessary forms will help ensure that this process is completed as smoothly as possible.

LLPs are required to provide financial information equivalent to that of companies, including the filing of annual accounts. Among other things, they are also required to:

	File an annual return
	Notify any changes to the LLP's membership
	Notify any changes to their members names & residential addresses
	Notify any change to their Registered Office Address

REGISTRATION PROCESS
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 - Form LLP 2. (In law, 'person' includes individuals and companies.) However, limited liability partnerships are not available for all activities such as non-profit-making activities.

You will need to send an Incorporation Document Form LLP2, together with the registration fee, to the Registrar of Companies. The form sets out:

1. the limited liability partnership's name;

2. where the registered office of the limited liability partnership is situated (in England, Wales or Scotland);

3. the address of the registered office;

4. the name, full address and date of birth of each member; and

5. 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.

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.

DESIGNATED MEMBERS
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.

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.

STATUTORY OBLIGATIONS
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 and annual returns.

Accounts:

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.

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).

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.

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. So the information you send will be added to your record and will be available for public inspection.

If your accounts are delivered late, there is an automatic civil penalty for late filing. This is between £100 and £1,000. More information about late filing penalties is available in the Limited Liability Partnership Administration and Management.

In addition, designated members may be prosecuted for not filing certain documents. If convicted, they will have a criminal record and be liable for a fine of up to £5,000 for each offence. In some cases, they could also be disqualified from being a designated member or company director taking part in the management of a limited liability partnership or company for up to five years.