Q&As

Can a limited liability partnership have only two members, where one member is an individual and the other member is a private limited company in which all the shares are held by that same individual?

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Produced in partnership with Alasdair Steele of CMS
Published on: 03 September 2020
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A limited liability partnership (LLP) is required to have two or more members under section 2(1) of the Limited Liability Partnerships Act 2000 (LLPA 2000). The LLPA 2000 refers to two or more persons being members and the Interpretation Act 1978 defines a person as including any body of persons corporate

Alasdair Steele
Alasdair Steele chambers

Solicitor, CMS

Alasdair is a Corporate partner and Head of Equity Capital Markets at CMS, specialising in UK and cross-border corporate finance, including public and private M&A, strategic investments and primary and secondary equity issues, as well as regularly advising on consortia and corporate joint venture arrangements.

Alasdair's clients include companies listed on the Official List and AIM, private companies, sponsors, nominated advisers, brokers and other financial intermediaries and listed and private fund investors. Much of his work involves an international or multi-jurisdictional angle. India and China are particular areas of focus for Alasdair, who is co-head of the CMS UK India Group, and he regularly visits a range of investors, businesses and advisers in India and China.

Between 2000 and 2003, Alasdair was a director in the corporate finance team at NTL (now Virgin Media), where his responsibilities included overseeing and managing a number of acquisitions, investments (including acting as an investor director), fundraisings and disposals both in the UK and abroad, as well as being a core member of the NTL team responsible for effecting its US$20bn Chapter 11 restructuring and refinancing.

Alasdair started his career in Glasgow with Biggart Baillie before moving to London for the first of two stints at Travers Smith (either side of his time at NTL) before joining Nabarro in 2008 which then merged with CMS and Olswang in 2017.

Alasdair currently edits four chapters of Tolley's Company Law and is a frequent contributor of articles on topical legal issues.

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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Limited Liability definition
What does Limited Liability mean?

Arises due to the legal separation of a business entity from those who own it. The liability of the shareholders of a company limited by shares is limited to the amount unpaid, if any, on the shares held by them. This distinguishes companies from sole traders and general partnerships.

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