Forming a limited liability partnership
Forming a limited liability partnership

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Forming a limited liability partnership
  • How to incorporate an LLP
  • LLP name
  • Certificate of incorporation
  • Ongoing record keeping requirements
  • Confirmation statement and statement of initial significant control
  • Electing to keep certain information on the central register at Companies House
  • Trading disclosures and ongoing filing obligations
  • LLPs as collective investment schemes

A limited liability partnership (LLP) is a body corporate which is formed under the Limited Liability Partnerships Act 2000 (LLPA 2000). The majority of law applicable to LLPs is actually modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The requirements for incorporation are set out in the LLPA 2000 and the Companies Act 2006 (CA 2006), as modified by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (LLP (Application of CA 2006) Regs 2009). The process for incorporating an LLP is very similar to the procedure for company incorporation.

How to incorporate an LLP

There are three requirements for the incorporation of an LLP:

  1. two or more persons associated for carrying on a lawful business with a view to profit must have subscribed their names to an incorporation document

  2. the incorporation document must have been delivered to Companies House, and

  3. there must also be delivered to Companies House a statement that the first requirement (ie to have two or more persons associated for carrying on a lawful business with a view to profit) has been complied with

The business can be a new business or an existing business whose ownership structure may change to that of an LLP (eg a business operated as a general