Company formation Registration - HOME

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

Members and designated members

1. What is the minimum number of designated members a LLP requires?

Every LLP must have at least two, formally appointed, designated members at all times. If there are fewer than two designated members then every member is deemed to be a designated member.

Once your LLP is incorporated it is important that you notify Companies House whenever any of the members’ details change. More information on what you need to file is covered in the Life of a Limited Liability Partnership guide.

2. What is the difference between a member and a designated member?

With the agreement of the other members, a member may become a designated member at any time. Designated members have the same rights and duties towards the LLP as any other member. The LLP agreement and the general law govern these mutual rights and duties.

However, the law also places extra responsibilities on designated members. In particular, designated members are responsible for:

appointing an auditor (if one is needed);
signing the accounts on behalf of the members;
delivering the accounts to Companies House;
notifying Companies House of any membership changes or change to the registered office address or name of the LLP;
preparing, signing and delivering the annual return to Companies House; and
acting on behalf of the LLP if it is wound up and dissolved.
They are also accountable in law for failing to carry out these legal responsibilities.

3. Can anyone be a member of an LLP?

It is up to the members to decide who should be appointed to the LLP. The only restrictions are they must not:

have been disqualified from acting as a company director or member of an LLP (unless the court has given them permission to act for a particular LLP); or
be an undischarged bankrupt (unless the court has given them permission to act for a particular LLP).