LLP COMPANY (LIMITED LIABILITY PARTNERSHIP) – United Kingdom

A limited liability partnership is a new form of legal business entity with limited liability.
The main features of limited liability partnerships are that they have organizational flexibility but are taxed as partnerships. In many other respects they are very similar to companies.
The members exemption from UK tax is only applicable provided that no business or trade is carried out with or within the United Kingdom.
The tax authorities in the United Kingdom have confirmed that the taxation base of a limited liability partnership will follow the procedure operated in the past for partnerships. The limited liability partnership itself will not be liable for taxation on profits or gains arising within the partnership, but the profits or gains will be assessed to tax separately on the individual partners.

Advantages
Any person or legal entity can be a partner in a UK LLP. There are no restrictions on the nationality or residency of the partners, i.e. LLP partners may be either residents or non-residents of the UK;
UK LLP taxation is advantageous when its partners are foreigners. Its income is passed through to its partners and taxed at the individual partner level, without any income tax assessment at the LLP entity level.
– A UK LLP is as flexible business tool as the members make it according to their needs.
– An LLP in UK can have a VAT number, which is an advantage for those trading within Europe.
– An LLP must be formed for the purpose of carrying on a lawful business with a view to profit.
– A UK LLP must start trading within a year of its incorporation; otherwise it will be struck off by Companies House.

Membership
A UK LLP can have at least two or more members (partners) with equal responsibilities. The profit of an LLP is divided between the partners in the proportion of their participation in the LLP.
Details of all UK LLP members must be recorded with the Companies House and therefore are available to public.
A UK LLP must have at least two, formally appointed, Designated members. Designated members have the same rights and duties towards the LLP as any other member. However, they are responsible to perform specific rights and duties (like signing the Company Accounts, signing any changes on forms for Companies House, signing the company Annual return) on behalf of the LLP.

Membership Agreement
All the members of a UK LLP must draw an Agreement. This is the main document that declares the company structure, corporate activities, the rights and duties of members, the share percentages, etc. If a corporate bank account is opened, this Agreement must be shown to the bank, and there must be a minute to open the Bank Account.
The UK LLP agreement also covers the relationship between the members and the separate corporate entity, which is the LLP.

In order to start with the procedure please send us the following documents:
1.) Name of the company (2-3 suggestions)*
2.) Certified copy of the passport (for each owner, member…)
3.) Proof of the address (utility bill, bank statements, bank reference letter)
4.) Payment to the EURO COMMERCE LLC bank account

Restricted names include the use of the following words:
Assurance, bank, benevolent, building society, Chamber of Commerce, fund management, holding, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.

PRICE LIST

Incorporation service
– Incorporation = GBP 200
– Two Designated members = GBP 500 (per year)
– Registered office = GBP 300 (per year)
– DHL = GBP 100
– Notary certification = GBP 90
– Apostille certification = GBP 110
– Self-Assessment/Tax Reference No. = GBP 200

Annual maintenance fees
– Two Designated members = GBP 500
– Registered office = GBP 300
– Annual Return = GBP 200
– Annual Accounting servicess = (see below)

Optional
– Notarial certification = GBP 90
– Apostille = GBP 110
– POA with Notarial and Apostille Certification = GBP 200
– Bank account opening = GBP 500/non refundable
– Designated member signature = GBP 40/per signature
– Certificate of Good Standing = GBP 100
– Additional certified set of documents = GBP 200
– EORI registration = GBP 350
– VAT registration* = GBP 450
*PLEASE NOTE, in order to register for VAT number the annual turnover must be 70,000 per annum or above.
If the company is newly established, the owner must provide a statement to explain why does he/she believe that the annual turnover will be in excess of £70,000.

TRequired accounting and audit activities
– Accountant (Assistant) = GBP 100/hour
– Accountant = GBP 150/hour
Please note that the LLP will be required to file a corporate tax return annually (though no tax is payable by the LLP) and abbreviated balance sheet from the accounts.
The advance quotation will be possible after receiving relevant bank statements etc at the year end.
– Auditor = GBP 150-250/hour*
*If the company’s turnover is in excess of 5.6M GBP or assets value more than 2.8M GBP, then an audit is required and we can recommend a professional firm of accountants. The charges for audit work ranges between 100 to 200 GBP per hour.

LLP company – OBLIGATIONS (no VAT)
0. Self-Assessment/UK Tax Reference No. – obligatory/note that this is ONE TIME only.
1. Annual Return – annually (submitted to Companies House)
2. Annual Accounts – annually (submitted to Companies House)
3. Tax Return filing – annually, this is Self Assessment (submitted to HMRC)
4. Annual maintenance fees

LLP company – OBLIGATIONS (VAT)
0. Self-Assessment/UK Tax Reference No. – obligatory/ONE TIME only
1. Annual Return – annually (submitted to Companies House)
2. Annual Accounts – annually (submitted to HMRC)
3. Tax Return filing – annually, this is Self Assessment (submitted to HMRC)
4. VAT Return – quarterly
5. EC Sales List – quarterly
6. INTRASTATS – we believe that this is monthly – but will be checked/ confirmed if we have to submit one.
7. VAT inspections – once in 3 years/this is a guideline issued by HMRC – it is not fixed in any way and depends on returns, information etc that HMRC has. All they need to do is give you a month’s notice.
8. Business Register and Employment Survey – one time only (does not apply to every company as HMRC chooses them randomly)
9. Annual maintenance fees

Limited Liability Partnership
A limited liability partnership is a new form of legal business entity with limited liability.
The main features of limited liability partnerships are that they have organizational flexibility but are taxed as partnerships. In many other respects they are very similar to companies.
The members exemption from UK tax is only applicable provided that no business or trade is carried out with or within the United Kingdom.
The tax authorities in the United Kingdom have confirmed that the taxation base of a limited liability partnership will follow the procedure operated in the past for partnerships. The limited liability partnership itself will not be liable for taxation on profits or gains arising within the partnership, but the profits or gains will be assessed to tax separately on the individual partners.

Limited Liability Partnership Taxation
The member’s exemption from UK tax is only applicable provided that no business or trade is carried out with or within the United Kingdom.
The tax authorities in the United Kingdom have confirmed that the taxation base of a limited liability partnership will follow the procedure operated in the past for partnerships. The limited liability partnership itself will not be liable for taxation on profits or gains arising within the partnership, but the profits or gains will be assessed to tax separately on the individual partners.
In order to remain this status a limited liability partnership must be a commercial venture operating with a view to profit that is not in liquidation.
The United Kingdom is party to more double tax treaties than any other sovereign state. However, access to treaty benefits for UK LLPs is determined by the residence of members, consequently International UK LLPs established by OCRA Worldwide cannot benefit from UK treaty access.

Limited Liability Partnership Double Tax Avoidance
Any name which is identical or too similar to an existing LLP or company; any name which would be considered offensive or suggests criminal activity; or any name that suggests the patronage of the Royal Family or the Government of the United Kingdom.
Restricted names include the use of the following words:- assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.
Language of Name
Whilst the name of company can be in any language, the documentation must be in English. Any name in a language other than English must be accompanied by a certified translation to ensure that the name is not restricted. However, if the company is incorporated in Wales, documentation in Welsh will be accepted.

Limited Liability Partnership Name
No, but disclosure may in certain circumstances be required for accounting purposes. (Accounts must be filed and are available for inspection by the public).

LLP Publicly Accessible Records
Designated Members
LLP in the UK must have at least two designated members who are formally appointed. Those two members are analogous to the executive directors and company secretary.
The designated members are responsible for the following procedures:
1.) Appointing an auditor (if one is needed);
2.) Signing the accounts on
3.) Signing the accounts on behalf of the members
4.) Delivering the accounts to the Registrar;
5.) Notifying the Registrar of any membership changes or changes to the registered office address or name of the limited liability partnership;
6.) 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 or dissolved.
Designated members are liable in law for failing to carry out these legal responsibilities. All members could be designated members.
A member may become a designated member at any time. Designated members have the same rights and owe the same duties as any other member. However, the law also places additional responsibilities on designated members.

Limited Liability Partnership Restrictions Activities
No, but disclosure may in certain circumstances be required for accounting purposes. (Accounts must be filed and are available for inspection by the public).

Restrictions on Trading
There are restrictions on Trading for specified categories, which include banking, insurance, financial services, consumer credit related services and employment agencies.

Restrictions on Trading
A double tax treaty allows that tax paid can be offset in one of two countries against tax payable in the other, thus avoiding double taxation. The UK is a signatory to double tax treaties with several countries throughout the world. Some forms of income are exempt from tax or qualify for reduced rates. These include royalties, dividends and capital gains.
The following is a list of countries with which the UK has a double tax treaty which is currently in force.

UK List of Double Tax Treaties
Antigua and Barbuda, Argentina, Austrialia, Austria, Azerbaijan, Bangladesh, Barbados, Belarus, Belgium, Belize, Bolivia, Bosnia-Herzegovina, Botswana, Brazil, Brunei, Bulgaria, Burma, Cameroon, Canada, Chile, China, Croatia, Cypris, Czech Republic, Denmark, Egypt, Estonia, Ethiopia, Falkland Islands, Fiji, Finland, France, Gambia, Georgia, Germany, Ghana, Greece, Grenada, Guernsey, Guyana, Hong Kong, Hungary, Island, India, Indonesia, Ireland, Isle of Man, Israel, Italy, Ivory Coast, Jamaica, Japan, Jersey, Jordan, Kazakhstan, Kenya, Kiribati, Korea, Kuwait, Latvia, Lesotho, Lithuania, Luxembourg, Macedonia, Malawi, Malaysia, Malta, Mauritius, Mexico, Moldova, Mongolia, Montserrat, Morocco, Namibia, the Netherlands, New Zealand, Nigeria, Norway, Oman, Pakistan, Papua New Guinea, Philippines, Poland, Portugal, Romania, Russia, St Christopher (St Kitts)-Nevis, Saudi Arabia, Serbia & Montenegro, Sierra Leone, Singapore, Slovak Republic, Slovenia, Solomon Islands, South Africa, Spain, Sri Lanka, Sudan, Swaziland, Sweden, Switzerland, Taiwan, Tajikistan, Thailand, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Tuvalu, Uganda, Ukraine, United States of America, Uzbekistan, Venezuela, Vietnam, Zambia, Zimbabwe.