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You can set up (鈥榠ncorporate鈥�) a limited liability partnership (LLP) to run a business with 2 or more members. A member can be a person or a company, known as a 鈥榗orporate member鈥�.

Each member pays tax on their share of the profits, as in an 鈥榦rdinary鈥� business partnership, but they are not personally liable for any debts the business cannot pay.

You鈥檒l need to:

• choose a name
• have a registered address 鈥� this will be publicly available
• have at least 2 鈥榙esignated members鈥�
• have an LLP agreement that says how the LLP will be run
• register the LLP with Companies House

Check the rules if you鈥檙e setting up a limited partnership. The rules are different for setting up an ordinary business partnership or a private limited company.

Choose a name

Your name cannot be the same as, or too similar to, another registered company鈥檚 name.

Your name must end in 鈥楲imited Liability Partnership鈥� or 鈥�LLP鈥�. You can use the Welsh equivalents if your LLP is registered in Wales.

You cannot choose a name that might be considered the 鈥榮ame as鈥� or 鈥榯oo like鈥� an existing name if it鈥檚 too similar.

鈥楽ame as鈥� names

鈥楽ame as鈥� names include those where the only difference to an existing name is:

• certain punctuation or a special character, for example the 鈥榩lus鈥� sign
• a word or character that鈥檚 similar in appearance or meaning to another from the existing name
• a word or character used commonly in UK company names (for example, 鈥榗ompany鈥� or 鈥榗o鈥�)

Check the 鈥榮ame as鈥� rules for punctuation, characters, words, expressions, signs and symbols.

Example

鈥楬ands UK Ltd鈥� and 鈥楬and鈥檚 Ltd鈥� are the same as 鈥楬ands Ltd鈥�.

You can only register a 鈥榮ame as鈥� name if:

• your LLP is part of the same group as the company or LLP with the existing name
• you have written confirmation that the company or LLP has no objection to your new name

You can read more guidance on naming your company if you鈥檙e not sure.

鈥楾oo like鈥� names

You may have to change your name if someone complains and Companies House agrees it鈥檚 鈥榯oo like鈥� a name registered before yours.

Example

鈥楨asy Electrics For You Ltd鈥� is the same as 鈥楨Z Electrix 4U Ltd鈥�.

If Companies House think your name is too like another, they will contact you and tell you what to do.

Other rules

Your LLP name cannot be offensive.

Your name also cannot contain a 鈥榮ensitive鈥� word or expression, or suggest a connection with government or local authorities, unless you get permission.

Example

To use 鈥楢ccredited鈥� in your company鈥檚 name, you need permission from the Department for Business and Trade (DBT).

Check which words you need permission to use, and who from.

Business names

You can trade using a different name to your registered name. This is known as a 鈥榖usiness name鈥�.

Business names must not:

• include 鈥榣imited鈥�, 鈥楲td鈥�, 鈥榣imited liability partnership, 鈥�LLP鈥�, 鈥榩ublic limited company鈥� or 鈥榩lc鈥�
• be the same as an existing trade mark
• contain a 鈥榮ensitive鈥� word or expression unless you get permission

You鈥檒l need to register your name as a trade mark if you want to stop people from trading under your business name.

You cannot use another company鈥檚 trade mark as your business name.

Displaying your name

There are rules you must follow about displaying your company name.

You can trade under your own name, or you can choose another name for your business (known as a 鈥榖usiness name鈥�). You do not need to register your business name.

You must include all the partners鈥� names and business name (if you have one) on official paperwork, for example invoices and letters.

Registered office address and email address

You must provide an 鈥榓ppropriate鈥� registered office address and email address when you set up a LLP.

The address you register must be:

• a physical address in the UK
• in the same country your LLP is registered in, for example a LLP registered in Scotland must have a registered office address in Scotland

An address is an 鈥榓ppropriate address鈥� if, in the ordinary course of events:聽

• a document addressed to the LLP, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the LLP
• the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery

You cannot use a聽Royal Mail PO Box聽or equivalent service as your registered office address.

You can use your home address but this will be聽publicly available on the Companies House register.

Register your limited liability partnership

You can register your LLP yourself, or you can use a formation agent to register your LLP for you.

We鈥檒l send you a certificate of incorporation when your LLP has been registered.

Register digitally

You can use third-party software to register your LLP.

It鈥檚 usually quicker to register your LLP using third-party software. You can also register your LLP the same day if you apply before 3pm.

It costs 拢50 to register your LLP using software. The same day service costs 拢78.

Register by post

Download and fill in the application to register a limited liability partnership.

It costs 拢71 to register your LLP on paper.

It usually takes longer to process paper applications sent by post.

Members鈥� responsibilities

You must have at least 2 鈥榙esignated members鈥� at all times 鈥� they have more responsibilities (for example, keeping company accounts). You can have any number of ordinary members.

Making the LLP agreement

You should make an LLP agreement with any other members as part of setting up your LLP. This sets out how the LLP will be run, including:

• how profits are shared among members
• who needs to agree decisions
• members鈥� responsibilities
• how members can join or leave the LLP

You can find a solicitor to help you prepare an agreement, or you can write your own.

Responsibilities of all members

Members must carry out their duties and meet their legal responsibilities set out in the LLP agreement.

Every member must register for Self Assessment with HM Revenue and Customs (HMRC).

Responsibilities of designated members

Designated members have more responsibilities than ordinary members and must:

• register the business for Self Assessment with HMRC 鈥� you must also register separately as an individual
• register the partnership for VAT if you expect your business鈥檚 sales to be more than 拢90,000 a year
• appoint an auditor if needed
• keep accounting records
• prepare, sign and send annual accounts to Companies House
• send a confirmation statement (previously annual return) to Companies House

Designated members must also:

• tell Companies House about any changes (for example, to the registered name or address, or members)
• act for the LLP if it鈥檚 wound up and dissolved

Designated members can be prosecuted if they do not meet their legal obligations. The LLP can also be taken off the register.

Changes you must report

You must tell Companies House about changes to the LLP鈥檚:

• registered or alternative address
• registered name
• members鈥� details (for example, name or address)

Use the to register your information online.

You can also use this service to tell Companies House which records you鈥檙e moving to the alternative address.

You can also send a paper forms to:

• change a registered address for an LLP
• change the address where you keep your records
• tell Companies House which records will be held at the alternative address

Change members鈥� details

Use the .

You can also file a paper form to:

• change a member鈥檚 details
• change a corporate member鈥檚 details

Change your LLP鈥檚 name

You must tell Companies House if you change your LLP鈥檚 registered name. You can do this using third-party software or by post.

Change the name by software

It costs 拢20 to change your LLP鈥檚 name using third-party software.

Same day service

You can use the same day service to change your LLP鈥檚 name (by software only). The same day service costs 拢83.

You must apply before 3pm. If you apply after 3pm, your application will not be processed until the next working day.

Change the name by post

Download and fill in a notice of change of name of an LLP.

It costs 拢30 to send a paper application.

Use an agent

You can use a formation agent to register a name change for you. The cost depends on the agent.