Changing to a Limited Liability Partnership (LLP)—pensions issues
Produced in partnership with Wyn Derbyshire of gunnercooke LLP
Changing to a Limited Liability Partnership (LLP)—pensions issues

The following Pensions guidance note Produced in partnership with Wyn Derbyshire of gunnercooke LLP provides comprehensive and up to date legal information covering:

  • Changing to a Limited Liability Partnership (LLP)—pensions issues
  • Converting to an LLP—pensions implications
  • Converting from a general partnership to an LLP (in circumstances when the general partnership is to be dissolved)
  • Converting from a company to an LLP
  • Other issues
  • For further information, see:

A Limited Liability Partnership (LLP) is a form of legal vehicle which is incorporated under the provisions of the Limited Liability Partnership Act 2000 (LLPA 2000). It has been possible to establish LLPs in England and Wales since 6 April 2001.

Key aspects of an LLP include:

  1. an LLP is a body corporate and a legal entity in its own right, with a legal personality distinct from its members

  2. an LLP has unlimited capacity

  3. LLP members enjoy limited liability whereas the partners in a general partnership have unlimited liability (although an LLP is treated as a general partnership for tax purposes)

  4. LLP members are free to agree between themselves (via an LLP members’ agreement) matters such as:

    1. contribution obligations to the LLP

    2. management responsibility issues

    3. profit-sharing arrangements

    4. the appointment and removal of members of the LLP

    5. the obligations of LLP members to save for their retirements

Note that an LLP is also distinct from a limited partnership arising under the Limited Partnership Act 1907. LLP members have limited liability. This means that as a general rule, like ordinary shareholders in relation to a limited liability company, they are not personally liable for the LLP’s debts (even if they are involved in the management of the LLP) except in very specific circumstances. In contrast, a partner in a limited partnership cannot enjoy limited