UK supplier of serviced office, including company formation and virtual office services, london mailing address, Register your Company online and UK Startup GuideShelf Vintage Companies, including company formation and virtual office services, london mailing address, Register your Company online and UK Startup Guideoffshore shelf companies, UK shelf companies, London offshore shelf company, Scottish offshore shelf companies, Irish offshore company Limited Liability Partnerships Act 2000: Online LLP and company formation and company registration. There shall be a new form of legal entity to be known as a limited liability partnership. A limited liability partnership is a body corporate (with legal personality separate from that of its members) which is formed by being incorporated under this Act; and in the following provisions of this Act (except in the phrase overseas limited liability partnership), and in any other enactment (except where provision is made to the contrary or the context otherwise requires), references to a limited liability partnership are to such a body corporate. A limited liability partnership has unlimited capacity. The members of a limited liability partnership have such liability to contribute to its assets in the event of its being wound up as is provided for by virtue of this Act. Larger professional partnerships - they will want to incorporate so that, while maintaining the flexibility of the partnership structure, individual members will not be liable for the negligence of other members and will not generally expose their own assets to creditors of the LLP (except in the case of their own negligence). Smaller businesses - it is possible that some smaller businesses may in the longer run prefer to establish LLPs rather than companies. An LLP can have a simple written constitution, which is private, or even no constitution at all. It may suit an entrepreneurial business trying to motivate key staff with the flexibility of a partnership while providing limited liability. Joint Ventures - the LLP will provide a flexible structure for different kinds of joint venture, with simple procedures for profit sharing, capital withdrawals and the transfer of members' interests.
Coddan specialises in the formation of UK limited companies and limited liability partnerships. Online English LLP and company formations - form your company online with Coddan, the leading online UK LLP organisation and offshore company registration agent. An LLP is rather more like a company than a partnership. An LLP comes into existence when a Certificate of Registration is issued. However, it does not need an equivalent of a Memorandum and Articles of Association and there is no equivalent of Table A. Some default provisions are found in the LLPR. The rules for names follow those of companies, and they need to have a registered office. Designated members are a bit like directors of a company, and have administrative and accounting/auditing functions. Many of the restrictions on company directors do not apply, e.g. disclosure of personal dealings, limits on service contracts, restrictions on substantial property transactions, restrictions on loans. Annual Returns need to be filed, as do audited Accounts showing a true and fair view under UK accounting principles. These will be publicly available. Annual General Meetings are not required. An LLP can create a floating charge over its assets, like a company. On insolvency, the usual routes available for companies are followed, i.e. voluntary arrangement, receivership, administration or winding up.
The forms for LLPs will, in the main, follow closely those for companies, except they will have an LLP prefix. Guidance booklets will be issued covering the filing requirements in respect of LLPs in England/Wales and for LLPs in Scotland. Four new guidance booklets have been introduced to help our customers. Limited liability partnerships were created by the Limited Liability Partnerships Act 2000, and are known as LLPs. They are a new form of corporate business vehicle, with their own legal personality. For enforcement purposes, they share all the features of a company. It is misleading therefore in the HSE context to think of them as ordinary partnerships. While the LLP will be liable to the full extent of its assets, the liability of the members will be limited. An LLP must register at Companies House, and its name must end with the words limited liability partnership, or LLP, or the Welsh equivalent- partneriath atebolrwydd cyfngedig. It must also display its name at every place where its business is carried on, (even if the premises are a member home), and state its name on all its correspondence and documents. As with a company, the LLP will have a registered office, recorded at Companies House. The persons belonging to an LLP may be known as members or designated members. All existing members or designated members of an LLP must be recorded with Companies House. Designated members of the LLP have additional functions within the partnership associated with its running, e.g. the signing of the accounts. In these roles the designated members will be acting on behalf of all participants in the LLP.
UK Companies Law |  Office of Public Sector Information | 
Coddan CPMEnglandSpainRussia
Companies Act
Trademark Law Patent Law Copyright Law Licensing Intellectual Property Audits and Agreements Franchise Law
Names and registered offices



Limited Liability Partnerships Act 2000

Names and registered offices

Registered offices
Pracrice Groups
Publishing Rights: Coddan CPM Core Licence (HMSO) number is C02W0007897 issued on 25 November 2005 by HMSO Licensing Division (Core Licence.pdf Licence to reproduce public sector information).
Limited Liability Partnerships Act 2000
2000 Chapter 12 - continued
back to previous text
 
 S C H E D U L E
 
 

 		 
 

 
 NAMES AND REGISTERED OFFICES 
 PART I 
 NAMES 
 
Index of names
     1. In section 714(1) of the Companies Act 1985 (index of names), after paragraph (d) insert- 
 
 
 
Name to indicate status 
     2. - (1) The name of a limited liability partnership must end with- 
 
 
    (a) the expression "limited liability partnership", or 
 
    (b) the abbreviation "llp" or "LLP". 
     (2) But if the incorporation document for a limited liability partnership states that the registered office is to be situated in Wales, its name must end with- 
 
 
    (a) one of the expressions "limited liability partnership" and "partneriaeth atebolrwydd cyfyngedig", or 
 
    (b) one of the abbreviations "llp", "LLP", "pac" and "PAC". 
 
Registration of names 
     3. - (1) A limited liability partnership shall not be registered by a name- 
 
 
    (a) which includes, otherwise than at the end of the name, either of the expressions "limited liability partnership" and "partneriaeth atebolrwydd cyfyngedig" or any of the abbreviations "llp", "LLP", "pac" and "PAC", 
 
    (b) which is the same as a name appearing in the index kept under section 714(1) of the Companies Act 1985, 
 
    (c) the use of which by the limited liability partnership would in the opinion of the Secretary of State constitute a criminal offence, or 
 
    (d) which in the opinion of the Secretary of State is offensive. 
     (2) Except with the approval of the Secretary of State, a limited liability partnership shall not be registered by a name which- 
 
 
    (a) in the opinion of the Secretary of State would be likely to give the impression that it is connected in any way with Her Majesty's Government or with any local authority, or 
 
    (b) includes any word or expression for the time being specified in regulations under section 29 of the Companies Act 1985 (names needing approval), 
 and in paragraph (a) "local authority" means any local authority within the meaning of the Local Government Act 1972 or the Local Government etc. (Scotland) Act 1994, the Common Council of the City of London or the Council of the Isles of Scilly. 
 
 
Change of name 
     4. - (1) A limited liability partnership may change its name at any time. 
 
     (2) Where a limited liability partnership has been registered by a name which- 
 
 
    (a) is the same as or, in the opinion of the Secretary of State, too like a name appearing at the time of registration in the index kept under section 714(1) of the Companies Act 1985, or 
 
    (b) is the same as or, in the opinion of the Secretary of State, too like a name which should have appeared in the index at that time, 
 the Secretary of State may within twelve months of that time in writing direct the limited liability partnership to change its name within such period as he may specify. 
 
     (3) If it appears to the Secretary of State- 
 
 
    (a) that misleading information has been given for the purpose of the registration of a limited liability partnership by a particular name, or 
 
    (b) that undertakings or assurances have been given for that purpose and have not been fulfilled, 
 he may, within five years of the date of its registration by that name, in writing direct the limited liability partnership to change its name within such period as he may specify. 
 
     (4) If in the Secretary of State's opinion the name by which a limited liability partnership is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, he may in writing direct the limited liability partnership to change its name within such period as he may specify. 
 
     (5) But the limited liability partnership may, within three weeks from the date of the direction apply to the court to set it aside and the court may set the direction aside or confirm it and, if it confirms it, shall specify the period within which it must be complied with. 
 
     (6) In sub-paragraph (5) "the court" means- 
 
 
    (a) if the registered office of the limited liability partnership is situated in England and Wales or in Wales, the High Court, and 
 
    (b) if it is situated in Scotland, the Court of Session. 
     (7) Where a direction has been given under sub-paragraph (2), (3) or (4) specifying a period within which a limited liability partnership is to change its name, the Secretary of State may at any time before that period ends extend it by a further direction in writing. 
 
     (8) If a limited liability partnership fails to comply with a direction under this paragraph- 
 
 
    (a) the limited liability partnership, and 
 
    (b) any designated member in default, 
 commits an offence. 
 
     (9) A person guilty of an offence under sub-paragraph (8) is liable on summary conviction to a fine not exceeding level 3 on the standard scale. 
 
 
Notification of change of name 
     5. - (1) Where a limited liability partnership changes its name it shall deliver notice of the change to the registrar. 
 
     (2) A notice delivered under sub-paragraph (1)- 
 
 
    (a) shall be in a form approved by the registrar, and 
 
    (b) shall be signed by a designated member of the limited liability partnership or authenticated in a manner approved by the registrar. 
     (3) Where the registrar receives a notice under sub-paragraph (2) he shall (unless the new name is one by which a limited liability partnership may not be registered)- 
 
 
    (a) enter the new name in the index kept under section 714(1) of the Companies Act 1985, and 
 
    (b) issue a certificate of the change of name. 
     (4) The change of name has effect from the date on which the certificate is issued. 
 
 
Effect of change of name 
     6. A change of name by a limited liability partnership does not- 
 
 
    (a) affect any of its rights or duties, 
 
    (b) render defective any legal proceedings by or against it, 
 and any legal proceedings that might have been commenced or continued against it by its former name may be commenced or continued against it by its new name. 
 
 
Improper use of "limited liability partnership" etc. 
     7. - (1) If any person carries on a business under a name or title which includes as the last words- 
 
 
    (a) the expression "limited liability partnership" or "partneriaeth atebolrwydd cyfyngedig", or 
 
    (b) any contraction or imitation of either of those expressions, 
 that person, unless a limited liability partnership or oversea limited liability partnership, commits an offence. 
 
     (2) A person guilty of an offence under sub-paragraph (1) is liable on summary conviction to a fine not exceeding level 3 on the standard scale. 
 
 
Similarity of names 
     8. In determining for the purposes of this Part whether one name is the same as another there are to be disregarded- 
 
 
    (1) the definite article as the first word of the name, 
 
    (2) any of the following (or their Welsh equivalents or abbreviations of them or their Welsh equivalents) at the end of the name- 
 
      "limited liability partnership", 
 
      "company", 
 
      "and company", 
 
      "company limited", 
 
      "and company limited", 
 
      "limited", 
 
      "unlimited", 
 
      "public limited company", and 
 
      "investment company with variable capital", and 
 
    (3) type and case of letters, accents, spaces between letters and punctuation marks, 
 and "and" and "&" are to be taken as the same. 
 
 continue
 
 
 previous sectioncontents
 
 

Home | Company Formation UK | Company Formations in Republic of Ireland | Company Registration in Northern Ireland | Incorporate in Delaware, Nevada, Florida and New York | Offshore Companies Formations| Starting Business Online
r>
© Crown copyright 2000
Prepared 7 December 2000