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The main purpose of the Limited Liability Partnership
Act 2000 was to create a new form of legal entity known as a Limited Liability
Partnership (LLP). The essential feature of an LLP is that it combines the
organisational flexibility and tax status of a partnership with limited liability
for its members. Since its inception, many existing professional
partnerships, such as solicitors, accountants and surveyors, have already chosen
to incorporate as LLPs and, as the benefits of what the LLP can offer are now
clearer, other business types of all sizes, both national and international, are
now benefiting from registration. For
further information, or to discuss your particular requirements, please contact
us on 0117 983 6600 or email Damian Wardingley formations@bourse.co.uk. To
place an order, click on the PRINT ORDER FORM button below and download our order
forms to be submitted by post or DX.
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Please Note:
Every LLP must
have at least two Designated Members. In addition to the same rights
and duties as any other member, these designated members also have extra responsibilities
which include: - appointing
an auditor;
- signing and delivering
accounts on behalf of all members;
- notifying
the Registrar of any changes to the LLP, its personnel or status;
- preparing
and filing an Annual Return document;
- acting
on behalf of the LLP if it is wound up and dissolved
The
LLP and its members should be governed by an agreement between the members; this
agreement does not have to be filed with Companies House and in the absence of
such an agreement the LLP will be governed by a default set of regulations under
the Act. Our fees do not include the preparation of a tailored agreement; however
we will supply a draft Agreement as part of our Professional LLP pack. And
for your reference: Default
Provisions for LLPs (excerpted from Limited Liability Partnerships Regulations
2001) The mutual rights
and duties of the members and the mutual rights and duties of the limited liability
partnership and the members shall be determined, subject to the provisions of
the general law and to the terms of any limited liability partnership agreement,
by the following rules:- - All
the members of the limited liability partnership are entitled to share equally
in the capital and profits of the limited liability partnership.
- The
limited liability partnership must indemnify each member in respect of payments
made and personal liabilities incurred by him (a) in the ordinary and proper conduct
of the business of the limited liability partnership (b) in or about anything
necessarily done for the preservation of the business or property of the limited
liability partnership.
- Every
member may take part in the management of the limited liability partnership.
- No
member shall be entitled to remuneration for acting in the business or management
of the limited liability partnership.
- No
person may be introduced as a member or voluntarily assign an interest in a limited
liability partnership without the consent of all existing members.
- Any
difference arising as to ordinary matters connected with the business of the limited
liability partnership may be decided by a majority of the members, but no change
may be made to the nature of the business of the limited liability partnership
without the consent of all the members.
- The
books and records of the limited liability partnership are to be made available
for inspection at the registered office of the limited liability partnership or
at such other place as the members think fit and every member of the limited liability
partnership may when he thinks fit have access to and inspect and copy any of
them.
- Each member shall render
true accounts and full information of all things affecting the limited liability
partnership to any member or his legal representatives.
- If
a member, without the consent of the limited liability partnership, carries on
any business of the same nature as and competing with the limited liability partnership,
he must account for and pay over to the limited liability partnership all profits
made by him in that business.
- Every
member must account to the limited liability partnership for any benefit derived
by him without the consent of the limited liability partnership from any transaction
concerning the limited liability partnership, or from any use by him of the property
of the limited liability partnership, name or business connection.
- No
majority of the members can expel any member unless a power to do so has been
conferred by express agreement between the members.
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