Limited Liability Partnerships LLP UK Business Law Simplified SQE Companies Law by Hesham Rafei

"Limited Liability Partnerships (LLPs) under UK Law, simplified by Hesham Rafei.

LLPs offer a blend of partnership flexibility and corporate liability protection. They are formed by filing specific documents, such as a statement of intent and an incorporation document, with the Registrar of Companies at Companies House.

The LLP registered office is where notices are sent, often the business address or sometimes the solicitor's address. Membership in an LLP is dynamic, allowing new members to join or leave, provided incoming members receive existing members' consent. At least two designated members are required, functioning similarly to company directors, responsible for compliance and filings.
Every member acts as an agent for the LLP, binding it in contracts with their actual or apparent authority. Members have an equal entitlement to profits by default, unless an alternative arrangement is specified. They also hold the right to inspect the LLP's books and participate in management, with major decisions usually needing a majority vote and key changes requiring unanimous consent.
A distinguishing feature of LLPs is the limited personal liability of members for the LLP's debts, restricted to their investment. Yet, members must be cautious of wrongful and fraudulent trading, particularly in insolvency situations.
For dissolution, LLPs must be formally removed from the register at Companies House, a process initiated by members or following insolvency.
Taxation treats LLP members on their share of profits, taxed at personal income rates, highlighting the LLP's hybrid nature. Despite the LLP being a separate entity, it's not taxed directly, placing the tax obligation on individual members.
Additionally, designated members ensure adherence to directors' duties, emphasizing the importance of acting within their powers, promoting the LLP's success, exercising independent judgment and reasonable care, avoiding conflicts of interest, not accepting third-party benefits, and declaring any interest in proposed transactions.

свернуть