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English Limited Partnership LLP

There are two types of partnerships in the UK - LLP and LP.

Limited Liability Partnership (LLP) is a limited liability partnership that combines the advantages of a traditional partnership and a limited liability company. Among the significant differences between LLP and LP partnerships is the obligation to submit financial statements to the Register. Due to a number of advantages, such as the relative ease of obtaining a VAT number and an EORI number, this legal form has become widely adopted and is now considered one of the most efficient ways of doing business in the UK.

ENGLAND - LLP - SHORT OPTION

  • Features
  • Fast and easy registration
  • Low cost of registration/purchase and annual maintenance
  • Limited liability of partners for debts and liabilities of the enterprise only within the amount agreed in advance between the partners
  • Inability for an LLP consisting of non-resident partners to obtain a certificate of UK (England) tax resident status, as well as to benefit from UK double taxation treaties
  • Open online register of partners and beneficiaries (controllers)
  • Requirement to maintain accounting records and submit annual financial statements
  • Automatic assignment of the UTR (Partnership Unique Taxpayer Reference) tax number when registering a partnership
  • Possibility to obtain a VAT and EORI number
  • Requirements for the establishment
  • There must be at least two designated members, one of which is designated as the managing partner. A partner is a natural or legal person, there are no residency requirements.
  • Partners can be nominees.
  • The shareholder, director and beneficiary must provide photo identification, as well as proof of permanent residence. Legal entities provide documents confirming their registration and structure.
  • The authorized capital is the contribution of partners, which is distributed among the partners and is not paid during registration.
  • The partnership must have a legal address in England.
  • Timing
  • Ready-made LLP companies are available.
  • The registration of a new partnership is offered under the same conditions, it will take 5-10 working days.

ENGLAND – LLP – FULL VERSION

Documents required for opening of the partnership

If a legal entity acts as a partner, then an extract from the register of the country of registration, registration documents of the legal entity, documents confirming its structure will be required.

From individuals, including the beneficiary, copies of the passport and proof of permanent residence are required, as well as a questionnaire in which the customer indicates his wishes regarding the structure of the company.

As a confirmation of the place of permanent residence, the citizens of Russia, Ukraine and Belarus can provide a copy of the internal national passport: a copy of the first spread + a copy of the second spread + a copy of the page with the stamp on the residence permit. Or a recent utility bill where the name and address are visible.

Name

Must end with the abbreviation “LLP”. When registering a company of any type in the UK, restrictions on names are relatively numerous – without special permission, it is not allowed to register in the UK a company whose name contains the words “Bank”, “Insurance”, “Trust”, “Assurance”, “Building Society”, ” England”, “European”, “British”, “Irish”, “Royal”, “King”, “Queen”, “Duke”, etc. The use of the words “National”, “International”, “Holding”, ” group”, etc.

Local address

A local registered (legal) address is required. This must be the actual address (business address) in England, not a PO box, etc. All official messages will be sent to the legal address, for example, letters from the state register - Companies House. This must be a physical address in England. It is possible to use a PO Box, but you must still include the physical address and zip code.

Structure

There are no shareholders, directors and secretaries in the partnership structure. Created by two parties: one managing partner with unlimited liability and one or more partners with limited liability. Partners can be individuals of any citizenship and residence and legal entities registered in any country in the world. Partnership shares are distributed among partners in equal or equal shares. The functions of the director are usually performed by the general partner. The founders have the right to appoint managers who will manage the affairs of the partnership on behalf of and on behalf of the partners of the LLP. Managers (attorneys) can only be natural persons.

Nominee services

Payment of any capital at the establishment is not required. In the structure of LLP there is no authorized capital in the usual sense - funds invested by partners are used (the amount of investments is determined by the partners themselves). The minimum authorized capital is usually 100 shares, each of ?1. Shares - registered, with an indication of the nominal value. At least one share issue is required. The authorized capital is not paid upon registration.

Authorized capital and shares

Nominee partners will formally appear in all the main registration documents of the partnership, the owner (or the person specified by him) will be issued a general power of attorney for the right to manage the partnership. In addition, a declaration of trust will be drawn up between the nominee partners and the owner (representative), which confirms that the nominee partner owns a share in the partnership in favor of the owner and without the consent of the latter has no right to take any action with it.

The register of beneficiaries (controllers - person with significant control (PSC))

All English LLPs are required to establish and maintain a register of persons with substantial control i.e. beneficiaries. The beneficiary (controller) is any person who controls more than 25% of the shares, voting rights of the company. This information is filed annually with Companies House and is available under Persons with significant control.

In England, an open register of partners and beneficiaries (controllers). Information about them is publicly available and is located in the online Register of Companies in England, Scotland and Wales. Data such as name, address, date of birth, citizenship, country of residence, nature of control, as well as the dates from which information is subject to entry into the PSC are publicly available.

Therefore, as an alternative to English partnerships, we offer the registration of Welsh (Wales) and Irish LP partnerships. At the moment, the main advantage of this type of partnership is that they are not and will not be subject to legislative acts on the disclosure of information about controlling persons (beneficiaries).

Taxation

An LLP is not a corporate tax payer in the UK. In times, as a partnership of many foreign participants and the company does not operate in the UK, the tax on the territory is not blamed, and the participants are guilty of self-sustaining their taxes on goiter in the country of registration. If partners are offshore companies, then the stench is called for taxes, because they do not conduct activities on the territory, de stench is registered. For English legislation in such a partnership, the rulers and managers do not bear special responsibility for yoga borgs and goiter. In this rank, a tax-free company with “English guises” is created. In order to obtain a VAT number, it is necessary to document that the company’s turnover has exceeded or will soon exceed 85,000 (the registration threshold for 2017 is roci). In case of voluntary VAT registration, the registration authority asks for additional information – type of activity, contact details of the company and business partners in Europe.

Each company registered in the VAT system must submit quarterly reports to the UK tax authorities - HMRC. If an English company submits zero reports for several reporting periods in a row, then there is a possibility of its exclusion from the register of VAT payers and cancellation of the number. Value Added Tax (VAT) is levied in the UK at a rate of 20% (2017). When trading with partners from EU countries who also have a VAT number, a 0% tax rate applies. It is possible to obtain EORI (Economic Operator Registration and Identification) - a unique identification number assigned to entrepreneurs engaged in foreign trade when registering in the Entrepreneur Registration and Identification System. It is used to identify entrepreneurs and other persons when communicating with customs authorities.

Reporting

Whether an LLP conducts business in England or elsewhere in the UK, the law requires accounting and financial reporting in England. For most LLPs, there is a requirement to file an annual return every 12 months after incorporation. The submission of the financial report (Annual Accounts) to the tax service (Inland Revenue Service), as well as the annual report (Annual Return) to the Register of Enterprises (Companies House) is carried out annually.

Since LLPs are offshore companies, we file a report showing that the member companies and the partnership itself did not conduct business in England. The report is submitted on the basis of the beneficiary’s declaration, drawn up in a special form. A copy of the annual accounts is also publicly available online on the Registry website. Every VAT registered company must file quarterly returns with the UK tax authorities.

After registration, the client receives such a package of documents:
  • Certificate of Collation
  • Registration form LLIN01 (Application to register an LLP)
  • Certificate of Incorporation
  • Partnership Agreement
  • Minutes of the First Meeting
  • Solution of Members
  • Registration form LLIN01 (Application to register an LLP)
  • Certificate of Incorporation
  • Partnership Agreement
  • Minutes of the First Meeting
  • Solution of Members
  • Share Certificates
  • Declaration of Trust
  • General Power of Attorney
  • Confirmation of the absence of commercial activity (if a ready-made partnership is purchased) (Certificate of Non-Trading)
  • Forms of transfer of shares with signatures and seals of nominal partners (Instruments of Transfer)
  • Letter of Resignation from Managing Partner signed and stamped (Letter of Resignation)
  • Agreement for the Provision of Nominee Services
  • Seal
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