LLP's are different to Limited Companies in that an LLP is run and managed by its members as opposed to company directors and company secretary. Similar rules exist for both types of company but the terminology is a little different.
A limited liability partnership must have at least two members. If membership falls to only one member and the limited liability partnership continues to carry on business for more than 6 months, then the benefits of limited liability are lost. If necessary we can provide you with a nominee member to fulfil this requirement.
Every member is the agent of the limited liability partnership and the partnership is bound by anything done by a member on its behalf unless:
- the member had no authority to act in that capacity on behalf of the limited liability partnership; and
- the person with whom the member is dealing knows that they had no authority to act or had no knowledge of his or her membership of the limited liability partnership.
Members cease to be members:
- on death (or dissolution in the case of a corporate member); or
- by agreement with the other members; or
- by giving reasonable notice to the other members.
In dealings with other people, a former member will be regarded as still being a member unless notice that the former member had ceased to be a member had been:
- given to the person with whom the former member was dealing; or
- delivered to the Registrar.
Ex-members must not interfere with the management or administration of the limited liability partnership.
If there is a change in members notice that a person has become a member or ceased to be a member must be delivered to the Registrar within 14 days on the relevant forms. Please see our Companies House forms.
Notice that an existing member has changed their name or address must be delivered to the Registrar within 28 days on form LLCH01.
Who are the Designated Members of a Limited Liability Partnership?
There must be at least two designated members for any Limited Liability Partnership.
The incorporation document must say:
- that the partnership has specific individual designated members; or
- that all members are designated members.
The members may decide at any time to reverse the position by delivering notice to the Registrar on Form LLDE01 If the Form LLDE01 says that specific members will be designated members, then details of each member's status must be delivered to the Registrar within 28 days on Form LLPCH01.
Where specific members are designated members, a member may become a designated member - or vice versa - at any time by agreement with the other members. Again, notice of the member's change of status must be delivered to the Registrar within 28 days on Form LLCH01.
A designated member that ceases to be a member is automatically no longer a designated member.
If, for any reason, the number of designated members falls to one, or none, then all members will be deemed designated members.
What responsibilities do Designated Members have?
Designated members of a Limited Liability Partnership have the same rights and duties towards the partnership as any other member. These mutual rights and duties are governed by the limited liability partnership agreement if one exists and by law. 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 the Registrar;
- notifying the Registrar of any membership changes or change to the registered office address or name of the limited liability partnership;
- preparing, signing and delivering to the registrar an annual return (Form LLAR01); and
- acting on behalf of the limited liability partnership if it is wound up and dissolved.
Designated members are also accountable in law for failing to carry out these legal responsibilities. In effect Designated Members take on the same responsibilities as a Company Secretary or Director in Private Limited Liability Company.
Must a change of registered Office be notified to the registrar?
Yes. It is vital that you keep Companies House informed of the location of your registered office.
Every limited liability partnership must have a registered office. This is the 'home' of the limited liability partnership to which all official documents, notices and court papers have to be sent by law. The address must be a physical location, not just a post office box and must be located in England or Wales. This is because people have the right to visit your office to inspect certain registers and documents, and to deliver documents by hand.
You can change your registered office by sending a completed Form LLAD01 to the Registrar at Companies House. The change becomes legally effective only when you have registered the form. If you do not wish to declare your registered office or do not have a UK address we can provide you with a UK registered office facility. Please see our registered office page.
