What is a limited liability partnership?

Understanding a Limited Liability Partnership (LLP)A Limited Liability Partnership (LLP) is a popular business structure in the UK, allowing multiple partners to benefit from limited liability of business debts. This modern form of business entity was first established in 1994 and companies are still forming them today.

It’s an ideal business structure for professional practices such as accountants, lawyers, architects and consultants – due to the ability of companies to manage their own affairs whilst maintaining separate identities and financial liabilities that do not distort beyond business limits.

As companies house will require formal registration with them before trading can begin, businesses need to think carefully when establishing an LLP in order to reap the maximum benefits this structure has to offer.

Understanding a Limited Liability Partnership (LLP)

A Limited Liability Partnership (LLP) is a business structure uk businesses can use to share the profits of their business venture. This type of company enables all partners to limit their liability in case something goes wrong and only pay according to the amount they initially put in. Partners in an LP can typically expect full control over how their partnership is managed, as well as shared responsibility over decision-making with all other partners.

An LLP offers many advantages including fewer regulations and greater fluency when it comes to formulating strategic decisions. Generally, each member will benefit from the protection that limited liability offers and also be able to reap the rewards of any potential success in a more efficient manner than with other business structures; overall, LLPs are great for uk businesses looking for a way to mitigate risk while simultaneously maximising opportunity.

Structure of an LLP

Because a limited liability partnership is a separate legal entity from its members (partners), those individuals are only responsible for the money they personally guarantee in addition to the amount they contribute. The partnership is registered at Companies House and is exclusively available to for-profit companies.

Partners must supply a registered company address and keep a membership list current. The maximum number of partners is unrestricted, although at the time of incorporation, there must be a minimum of two members—individuals or limited liability firms. Another option is to form an LLP with just one person and a defunct business.

Differences between an LLP and other business structures

One of the main differences between an LLP and other business structures, such as a sole trader or limited company, is that the partners in an LLP have limited liability for the debts and liabilities of the business. This means that the personal assets of the partners are generally not at risk in the event that the LLP is sued or incurs debt.

Additionally, an LLP is required to have at least two partners, while a sole trader or general partnership can have only one. Another difference is that an LLP is considered a separate legal entity, like a limited company, and must file its own tax returns and maintain its own records. In contrast, the income and expenses of a sole trader or general partnership are reported on the personal tax return of the owner(s).

LLPs are required to register with Companies House, file annual accounts and file an annual confirmation statement. They also have a legal obligation to file an annual Self-Assessment tax return, which will be done by each partner individually, and pay Income Tax on their share of the profits.

  • Non-profit organisations are permitted to utilise the structure because companies can be limited by guarantee. LLPs, on the other hand, are restricted to for-profit enterprises.
  • An individual can form a limited corporation and serve as both a shareholder and a director. A limited liability partnership can have an unlimited number of “ordinary” members, but it must have at least two “designated” members who handle statutory filing and other legal procedures.
  • Limited liability partnerships’ members self-assess their income taxes, whereas limited companies pay corporation tax.
  • A limited company’s internal organisation is rigid, whereas an LLP’s members can alter it.
  • The internal structure of a limited company is rigid, whereas the members of an LLP can change it.

Setting up a limited liability partnership

Here are a few things to think about if you’re considering creating an LLP:

Formulating an LLP agreement

The operating procedures for the company, including profit-sharing arrangements, dispute resolution procedures, and member responsibilities, should be outlined in the limited liability partnership agreement.


You must select a company name that is distinctive and different from those of any existing businesses. The incorporation paperwork must have the following information, as well as a registered address:

  • Details of all the designated members
  • Details of other members
  • The partnership’s main business activities
  • A statement of compliance
  • A register of People with Significant Control (PSC)

You have three options for registering an LLP: online, via mail, or through a third-party formations business.

Who owns the partnership and what are the partners’ responsibilities?

An LLP is owned by its members, who are also accountable for carrying out their duties under the partnership agreement. Additional duties are assumed by designated members, including:

  • Registering the partnership for self-assessment, and VAT if applicable
  • Keeping proper accounting records
  • Putting together and submitting annual accounts and a confirmation statement each year to Companies House
  • Notifying Companies House of any business changes, such as those involving the registered office or members’ information
  • Appointing an auditor if required
  • Acting on behalf of the LLP should it be dissolved or wound up

Advantages of forming a limited liability partnership

Forming a Limited Liability Partnership (LLP) has several advantages, including:

  • Limited Liability: The partners in an LLP have limited liability for the debts and liabilities of the business, which means that their personal assets are generally not at risk in the event that the LLP is sued or incurs debt.
  • Flexible structure: LLPs have a flexible structure that can be easily modified by its members, unlike the inflexible internal structure of a limited company.
  • Taxation: Members of LLPs pay income tax through self-assessment, which may be more advantageous than the corporation tax paid by

Are there any drawbacks to setting up an LLP?

While there are many advantages to setting up a Limited Liability Partnership (LLP), there are also some drawbacks to consider. One of the main drawbacks is that the partners in an LLP have personal liability for certain debts and liabilities of the business, such as those related to wrongful trading or fraud. This means that the partners’ personal assets may be at risk in certain circumstances. Additionally, LLPs may be subject to more stringent regulatory requirements than other business structures, such as sole proprietorships or general partnerships. This can make it more difficult and costly to set up and maintain an LLP.

Another drawback is that LLPs may be viewed by some as less prestigious than other business structures such as a limited company, this perception may make it harder to attract investors and customers.

Additionally, LLPs are required to register with Companies House, file annual accounts and file an annual confirmation statement and are legally required to file an annual Self-Assessment tax return and pay Income Tax on their share of the profits, this process can be more time consuming and costly compared to other business structures.

Steve Jones Profile
Insolvency & Restructuring Expert at Business Insolvency Helpline

With over three decades of experience in the business and turnaround sector, Steve Jones is one of the founders of Business Insolvency Helpline. With specialist knowledge of Insolvency, Liquidations, Administration, Pre-packs, CVA, MVL, Restructuring Advice and Company investment.