You can set up (‘incorporate’) 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 ‘corporate member’.

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

You’ll need to:

• choose a name
• have a registered address — this will be publicly available
• have at least 2 ‘designated members’
• have an LLP agreement that says how the LLP will be run
• register the LLP with Companies House

Check the rules if you’re 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’s name.

Your name must end in ‘Limited Liability Partnership’ or ‘LLP’. You can use the Welsh equivalents if your LLP is registered in Wales.

You cannot choose a name that might be considered the ‘same as’ or ‘too like’ an existing name if it’s too similar.

‘Same as’ names

‘Same as’ names include those where the only difference to an existing name is:

• certain punctuation or a special character, for example the ‘plus’ sign
• a word or character that’s similar in appearance or meaning to another from the existing name
• a word or character used commonly in UK company names (for example, ‘company’ or ‘co’)

Check the ‘same as’ rules for punctuation, characters, words, expressions, signs and symbols.

Example

‘Hands UK Ltd’ and ‘Hand’s Ltd’ are the same as ‘Hands Ltd’.

You can only register a ‘same as’ 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’re not sure.

‘Too like’ names

You may have to change your name if someone complains and Companies House agrees it’s ‘too like’ a name registered before yours.

Example

‘Easy Electrics For You Ltd’ is the same as ‘EZ Electrix 4U Ltd’.

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 ‘sensitive’ word or expression, or suggest a connection with government or local authorities, unless you get permission.

Example

To use ‘Accredited’ in your company’s 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 ‘business name’.

Business names must not:

• include ‘limited’, ‘Ltd’, ‘limited liability partnership, ‘LLP’, ‘public limited company’ or ‘plc’
• be the same as an existing trade mark
• contain a ‘sensitive’ word or expression unless you get permission

You’ll 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’s 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 ‘business name’). You do not need to register your business name.

You must include all the partners’ 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 ‘appropriate’ 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 ‘appropriate address’ if, in the ordinary course of events: 

• 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 POa Royal Box asMail PO Box or equivalent service as your registered office address.

You can use your home address but this will be 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’ll 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’s 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 £50£100 to register your LLP using software. The same day service costs £78.£156.

Register by post

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

It costs £71£124 to register your LLP on paper.

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

Members’ responsibilities

You must have at least 2 ‘designated members’ at all times — 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’ 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 — you must also register separately as an individual
• register the partnership for VAT if you expect your business’s sales to be more than £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’s 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’s:

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

Use the Companies House online service to register your information online.

You can also use this service to tell Companies House which records you’re 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’ details

Use the Companies House online service.

You can also file a paper form to:

• change a member’s details
• change a corporate member’s details

Change your LLP’s name

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

Change the name by software

It costs £20 to change your LLP’s name using third-party software.

Same day service

You can use the same day service to change your LLP’s name (by software only). The same day service costs £83.£85.

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 £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.