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Incorporating an LLP
Members and designated members
Choosing an LLP name
Sensitive words and expressions
Change of LLP name
Objections to an existing LLP name
Disclosure of the LLP name and other information
Quality of documents
Further information

Incorporating an LLP

1. What is an LLP?

An LLP is a form of legal business entity with limited liability for the members.

2. What is the difference between an LLP and a limited company?

The main difference is that an LLP has the organisational flexibility of a partnership and is taxed as a partnership. In other respects it is very similar to a private company.

3. Who can incorporate an LLP?

Two or more persons associated for carrying on a lawful business with a view to profit can incorporate an LLP by subscribing to its incorporation document. In law, 'person' includes individuals and companies or firms. LLPs are not available for all activities such as non-profit making activities.

4. How do I incorporate an LLP?

You can incorporate an LLP yourself or you can use a company formation agent, accountant or solicitor. You need to complete an ‘Application to register a limited liability partnership’ – LL IN01 and send this together with the fee to Companies House. The Form LL IN01 is available on our website or from the sources listed in chapter 9. Further information on the fee to incorporate an LLP is given in question 10.

You may not be able to have the LLP name that you want if your proposed name is the same as that of another LLP or other body already on the registrar’s index of company names. There is an exception to this if an existing LLP or company is in the same group as your LLP and consents to the use of your proposed LLP name. We cover the restrictions on names in more detail in chapter 3.

You can check the registrar’s index of company names by using the WebCHeck service on our website.

Further information about choosing an LLP name is in chapter 3 and we advise you to read that information before deciding a name for your proposed LLP.

5. Can I reserve a name once I have checked that it is available?

No. You cannot reserve a name. We cannot guarantee to process applications in strict order of the time or date of their receipt. In the unlikely event that we receive more than one application to register the same name, only one will be registered. The second will be refused because the name would then already be on the names index. There can be no guarantee which application will be processed first. The facility to incorporate electronically is not currently available for LLPs, but we are working towards its being available in the near future.

6. What is the ‘Application to register a limited liability partnership’ – LL IN01?

The form requires you to give the following information:

the LLP's name;
where the registered office of the LLP is to be situated (i.e. England and Wales, Wales, Scotland or Northern Ireland);
the registered office address;
whether the LLP is to have specified members as designated members or whether all members are to be designated members;
details of each member, including whether that member is to be a designated member;
if your LLP name contains a prescribed or sensitive word, you will need to confirm you have requested approval from a government department or other body. A copy of this approval must be included with your application.
The form includes a statement of compliance that must be signed by a solicitor or a proposed member.

7. What is a registered office?

The registered office must be a physical location where notices, letters and reminders can be delivered to the LLP, by hand or post, it need not be the place of business. It is important that all correspondence sent to this address is dealt with promptly. If the address is not effective for delivering documents, the LLP could risk being struck off the register or wound up by a creditor.

If your LLP is registered with the registrar for England and Wales its registered office must be situated in England or Wales. (If the LLP has been registered as only being situated in Wales then it cannot be situated outside of Wales).

If your LLP is registered with the registrar for Scotland its registered office must be situated in Scotland.

If your LLP is registered with the registrar for Northern Ireland its registered office must be situated in Northern Ireland.

Once your LLP is incorporated it is important that you notify Companies House whenever this address changes, as the change of address is not effective until we register the notice. For more information on changing your registered office please visit our guide on Life of a Limited Liability Partnership.

8. What happens when you receive my application?

If the application is correctly completed, the proposed name is acceptable and the fee has been paid, we will register the LLP and issue a certificate of incorporation.

Please note: the incorporation does not take effect until Companies House has issued the certificate of incorporation.

9. What is the certificate of incorporation?

The certificate is conclusive evidence that the requirements of the LLP Act 2000 have been complied with and the LLP is duly registered under the Act.

The certificate will state:

the name and registered number of the LLP;
the date of its incorporation; and
whether the LLP’s registered office is situated in England and Wales (or in Wales), Scotland or Northern Ireland.
The certificate must be signed by the registrar or authenticated by the registrar’s official seal.

10. How much does Companies House charge to incorporate an LLP?

Our standard registration fee is £20 and the fee for the ‘Same-Day’ service is £50 (this is for applications received by 3pm Monday to Friday). We aim to process standard documents within 5 days of receipt. Cheques should be made payable to Companies House.

If you post your same-day application we will make every effort to register the incorporation on the same day as we receive it. If the application is urgent you may wish to consider whether to use the Royal Mail’s special delivery service.

When filing ’Same-Day’ applications by post, courier or by hand please ensure you mark the envelope ‘Same-Day Incorporation’.

11. Can Companies House help me incorporate my LLP?

Companies House can provide you with guidance on the forms required to incorporate an LLP, on your choice of LLP name and also provide general advice on matters such as filing requirements. However, we cannot advise you about whether an LLP is the best vehicle for your business. If you are unsure about any aspect of incorporating an LLP, you should consider seeking professional advice from a solicitor, accountant or company formation agent.