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Introduction

This booklet is about requirements for the incorporation of limited liability partnerships. It applies to limited liability partnerships formed and registered in England, Wales and Scotland. It covers the formation documents, limited liability partnership members, and the controls applied to the use of certain limited liability partnership names. This includes:

• the rules and restrictions on the choice of limited liability partnership names both when a limited liability partnership is formed and when it changes its name;
• how to change a limited liability partnership name.
• when Companies House will not register a limited liability partnership name and when the use of sensitive words or expressions will need to be justified or need prior approval from a recognised authority; and
• when you can object to the registration of a particular limited liability partnership name, and also what to do if your limited liability partnership name has been objected to and you are directed by the Secretary of State to change the name.

• where you must display the limited liability partnership name and what information must appear on partnership stationery; and
• when changes in the limited liability partnership's circumstances and particulars must be notified to Companies House.

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CHAPTER 1
New limited liability partnerships

1. What is a limited liability partnership?

A limited liability partnership is a new form of legal business entity with limited liability.

2. What is the difference between a limited liability partnership and a limited company?

The main difference is that a limited liability partnership has the organisational flexibility of a partnership and is taxed as a partnership. In other respects it is very similar to a company.

3. Who can form a limited liability partnership?

The Act generally allows two or more persons associated for carrying on a lawful business with a view to profit to form a limited liability partnership by subscribing to its incorporation document - Form LLP 2. (In law, 'person' includes individuals and companies.) However, limited liability partnerships are not available for all activities such as non-profit-making activities.

4. How do I form a limited liability partnership?

You will need to send an Incorporation Document Form LLP2, together with the registration fee (see question 11 below), to the Registrar of Companies.

5. What is an Incorporation Document (Form LLP2)?

The form sets out:

• the limited liability partnership's name;
• where the registered office of the limited liability partnership is situated (in England, Wales or Scotland);
• the address of the registered office;
• the name, full address and date of birth of each member; and
• which of these persons are to be designated members or that all members are designated members.

• the appointment of a new member or designated member - use Form LLP288a;
• a member or designated member ceasing to act in the limited liability partnership - use Form LLP288b;
• changes in a member's or designated member's name or address or any of the other details originally registered on Form LLP2 - use Form LLP288c;
• changes in a member's status (member to designated member or vice versa ) - use Form LLP288c;
• a reversal of the decision that either all members or only specific members will be designated members - use Form LLP8. (Forms LLP288c, changing the status of each member, may also be required).

• 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 LLP363); and
• acting on behalf of the limited liability partnership if it is wound up and dissolved.

Our registration fee for the standard service is £20. The fee for the premium service is £50. Cheques should be made payable to Companies House.

If you choose the premium service we will do our utmost to incorporate the limited liability partnership on the same day that we receive the formation documents, as long as you deliver them to us correctly completed and in an acceptable format before 3pm. If, for any reason, we fail to provide you with a same day service we will refund the difference in cost between the standard and premium service.

If you post your same-day application we will make every effort to register it on the same day as we receive it. If the application is urgent you may wish to consider whether to use the Royal Mail’s Special Delivery Service.

13. Where can I obtain a form to incorporate a partnership?

Form LLP2 is available on our website at www.companieshouse.gov.uk or from the Companies House offices listed at the end of this booklet. The form can also be obtained from legal stationers, accountants, solicitors or formation agents. Their names and addresses are available in business phone books.

14. Can I deal direct with Companies House to form my limited liability partnership?

Yes. However, while our staff will be happy to give you guidance on general matters (such as filling in forms or advice on limited liability partnership names), they cannot advise you whether an incorporated limited liability partnership is the best vehicle for your business.

If you are unsure about any aspect of forming a limited liability partnership, please seek professional advice from your solicitor, accountant or formation agent.

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CHAPTER 2
Choosing a limited liability partnership name

1. Can I choose any name I want for my limited liability partnership?

No. Several regulations can affect your choice. For example, all limited liability partnership names must end with the words 'Limited Liability Partnership', or, their abbreviations or Welsh equivalents 'Partneriaeth Atebolrwydd Cyfyngedig'.

2. Could my choice of name be rejected?

Yes, if:

• it is 'the same as' a name already on the index - see question 3 below;
• it includes the words 'limited liability partnership' anywhere except at the end of the name. This applies equally to abbreviations or the Welsh equivalent of  the words;
• it is offensive;
• its use would be a criminal offence,
• it includes ‘SE’ (or the abbreviation SE bracketed or with other punctuation marks before or after the abbreviation). For more information, see our booklet The European Company: Societas Europaea (SE).

• Hands Limited Liability Partnership (or LLP)
• H and S Limited Liability Partnership (or LLP)
• H & S Limited Liability Partnership (or LLP)

• If you choose a name that includes any of the words listed in Appendix A, you will probably be asked to supply supporting information before we register the name. You should write, enclosing information in support of your application, to the Secretary of State for Trade and Industry at Companies House in Cardiff (for English and Welsh limited liability partnerships) or in Edinburgh (for Scottish limited liability partnerships). Both addresses are at the back of this booklet.
• If your choice of name includes any of the words listed in Appendix B, then you will need to write to the 'relevant body' to ask if they have any objection (and if so, why) to your use of the word or expression in your limited liability partnership name. When you write to the Secretary of State for Trade and Industry at Companies House, Cardiff or Edinburgh to ask for approval of the name, you must enclose a copy of any reply you have received from the 'relevant body'.
• The use of some words and expressions is covered by other legislation and their incorrect use in limited liability partnership names might be a criminal offence. Those known to Companies House are listed at Appendix C. If you wish to include one of these words or expressions in your limited liability partnership name, then you should contact the relevant regulatory authority, or ask us for advice.
• If your chosen name gives the impression that your limited liability partnership is connected with HM Government or with a local authority, then you will need the written approval of the Secretary of State for Trade and Industry before the name can be registered. Write to the Secretary of State for Trade and Industry at Companies House, Cardiff or Edinburgh, as appropriate, giving as much detail as you can to support your application. Such names will normally only be approved where you can show that a genuine connection exists and where the relevant government body supports the application. See chapter 4.

• Limited Liability Partnership Team, Cardiff for limited liability partnerships registered in England and Wales; or
• The Registrar of Companies for Scotland for limited liability partnerships registered in Scotland.

If your documents are correct, the limited liability partnership name will be registered and a certificate of incorporation issued.

More information about incorporating limited liability partnerships is covered in chapter 1 of this booklet. Information about changing the name of a limited liability partnership is given in chapter 3.

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CHAPTER 3
Change of limited liability partnership name

1. Are there any restrictions on the new name a limited liability partnership can choose?

Yes. They are identical to the restrictions applying to a new limited liability partnership seeking registration. So, before you decide on a new name for your limited liability partnership, please read chapter 2. If you choose an unacceptable name, we will not register it.

If a name is registered that is too similar to another already on the index and an objection is made, then the Secretary of State may direct your limited liability partnership to change its name. For information on the Secretary of State's powers, see chapter 5.

2. How is the name changed?

The limited liability partnership must complete a Form LLP3. The form must then be signed by a designated member and sent to the Registrar, with the fee (see below). If all is in order, Companies House will then process the form and issue a Certificate of Incorporation on Change of Name. The name of the limited liability partnership is not changed until the new certificate is issued. The change of name will normally be processed within five working days from receipt at Companies House. We also offer a premium same-day registration service at our Cardiff and Edinburgh offices as well as our London Information Centre.

3. How much does Companies House charge to change the name?
 

Our registration fee for the standard service is £10. The fee for the premium service is £50. Cheques should be payable to ‘Companies House’.

If you choose the premium service we will do our utmost to register the change of name on the same day that we receive the Form LLP3, as long as you deliver it to us correctly completed and in an acceptable format before 3pm. If, for any reason, we fail to provide you with a same day service we will refund the difference in cost between the standard and premium service.

If you post your same-day application we will make every effort to register the change of name on the same day as we receive it. If the application is urgent you may wish to consider whether to use the Royal Mail’s Special Delivery Service.

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CHAPTER 4
Sensitive words and expressions

1. What are 'sensitive words and expressions'?

These are words and expressions that, when used in a limited liability partnership name, may imply business pre-eminence, a particular status or a specific function. For this reason, they have been prescribed in regulations as requiring the approval of the Secretary of State. The aim is to ensure that use of the word is justified so that the public is not misled by the name. We act on behalf of the Secretary of State in dealing with applications for approval of such words and expressions.

 

• British - approval of this word in your limited liability partnership name will depend on how it is used. Normally the Secretary of State would expect the limited liability partnership to be British owned. You would need to show that the limited liability partnership is pre-eminent in its field by providing supporting evidence from an independent source such as a Government department or a trade association. If the word 'British' is qualified by words that do not describe an activity or product, for example by using a 'made-up' word, then evidence of pre-eminence is not necessarily essential. But you would be expected to show that your limited liability partnership is substantial in relation to its activity or product and that it is eminent in its own field.
• England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish - if you wish to use these words as a prefix to your limited liability partnership name, the rules are similar to those for 'British'. You will usually be given approval to use any of these words as a suffix if you show that the limited liability partnership has its main place of business in the country concerned. If you want to use one of these words because it is a surname, you will usually be given approval if the limited liability partnership name includes forenames or initials.
• European - names which include this word will not be approved if they unjustifiably imply a connection with official bodies of the European Union. If there is a genuine connection with an official body, the name may be allowed if the appropriate body supports the application.
• Great Britain or United Kingdom - if you wish to use these expressions as a prefix, or to use 'of Great Britain' or 'of the United Kingdom' as a suffix, then the criteria are the same as for 'British'. If the words are used as a suffix to the name, they are normally allowed without difficulty. Using the initials 'GB' or 'UK' in your limited liability partnership name does not require approval.
• International - if you wish to use this word as a prefix, you need to show that the major part of the limited liability partnership's activities is in trading overseas. If you wish to use it as a suffix, then approval will usually be given if you can show that the limited liability partnership operates in two or more overseas countries.
• National - the criteria for use of this word are the same as for 'British'.

• authority, board or council - if you want to use any of these words, you should ask us for advice. If the limited liability partnership is to be registered in Scotland, contact Companies House in Edinburgh.
• institute or institution - approval for use of these words is normally given only to those organisations which are carrying out research at the highest level or to professional bodies of the highest standing. You will need to show us that there is a need for the proposed institute and that it has appropriate regulations or examination standards. You will need evidence of support from other representative and independent bodies.

• charter or chartered - names that include these words will be refused if they unjustifiably give the impression that the limited liability partnership has a Royal Charter. If the words are used to qualify a profession, we will seek the advice of the appropriate governing body before considering whether to give approval.
• chemist or chemistry - if you want to use these words, you should ask for advice from Companies House in Cardiff. If the limited liability partnership is to be registered in Scotland, contact Companies House in Edinburgh.
• group - if use of this word implies several limited liability partnerships under one corporate ownership, then you will need to provide evidence of a parent and/or subsidiary association with two or more other British or overseas partnerships. If the name clearly shows that the limited liability partnership is to promote the interests of a group of individuals, then the name will normally be approved.
• holding(s) - a limited liability partnership wishing to use this word must be a holding limited liability partnership as defined under section 736 of the Companies Act 1985. · patent or patentee - a name including either word will only be approved if it does not contravene the Copyright, Designs and Patent Act 1988.
• post office - we are likely to seek advice on applications that include these words.
• register or registered - we treat every application for use of these words on its merits. Generally, we will seek advice from the appropriate governing body if names that include these words are linked with a professional qualification. The name will not be registered if it unjustifiably implies a connection with HM Government or a local authority. If such a connection actually exists, the name may be allowed if the appropriate body supports the application.
• Sheffield - if you wish to use a name that includes the word 'Sheffield', we will need to establish details of the limited liability partnership's location and its business activities. We will also consult the Company of Cutlers in Hallamshire.
• trade union - names including this expression will normally be refused unless they conform to legislation relating to trade unions.

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CHAPTER 5
Directions to change a limited liability partnership name

1. What is a 'direction'?

A direction to change a limited liability partnership name is a legal instruction for a limited liability partnership to complete a Form LLP3 adopting a new name and to register the change at Companies House within a specified time. A direction may be issued, for example, as a result of an objection being lodged by an interested party because one name is 'too like' another. This chapter explains how to make an objection, what is considered when deciding whether one name is too like another and generally when a direction may be issued.

2. Who can direct a limited liability partnership to change its name?

The Secretary of State has statutory powers to direct a limited liability partnership to change its name in certain circumstances.

3. How do I object to a name?

If you wish to object to a name, for example because its similarity to your limited liability partnership name may lead to confusion between limited liability partnerships, then you must write to:

 

• If the difference amounts to only one or two letters, especially when these represent the plural of a word included in an otherwise identical name on the register.
• If the names differ by short words, particularly when these words are of a generic nature, such as 'GB' or 'UK' or '.com'.
• If the names differ by slightly longer words when they have substantial or very distinctive elements in common.
• If they differ only by the use of symbols.

• Within 12 months of its date of registration if it is the same as or, in the opinion of the Secretary of State, 'too like' a name appearing (or which should have appeared) on the index at the time of its registration.
• Within five years of its date of registration, where the Secretary of State has reason to think that it has provided misleading information for the purposes of registration, or has given undertakings or assurances for that purpose that have not been fulfilled.
• At any time if the name gives so misleading an indication of the nature of the limited liability partnership's activities as to be likely to cause harm to the public. This direction must be complied with within six weeks unless an application is made to the Court to set it aside. (Section 32, Companies Act 1985)

• objections to the limited liability partnership name;
• confusion with other limited liability partnerships with a poor trading record;
• a 'passing off' action in civil law.

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CHAPTER 6
Publication of the name of the limited liability partnership and details to be shown on stationery

Your limited liability partnership must state its name (as it appears in its Incorporation Document Form LLP2) in certain places and on its business stationery. Your limited liability partnership must also give certain information on all its business letters and order forms.

1. Where must the limited liability partnership name be displayed?

Every limited liability partnership must paint or affix its name on the outside of every office or place in which its business is carried on - even if it is a member's home. The name must be kept painted or affixed and it must be both conspicuous and legible.

2. On which documents must the limited liability partnership name be shown?

The limited liability partnership must state its name, in legible lettering, on the following:

• all the limited liability partnership's business letters;
• all its notices and other official publications;
• all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the limited liability partnership;
• all its bills of parcels, invoices, receipts and letters of credit.

• Its place of registration and its registered number. The place of registration must be one of the following, as appropriate:

• The fact that it is a limited liability partnership.
• The address of its registered office. If a business letter or order form mentions more than one address, it is recommended that you say which is the registered office address.

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CHAPTER 7
The new limited liability partnership - looking forward

1. What information does Companies House require?

Designated members have a personal responsibility to make information about the structure, management and activities of their limited liability partnership available both to the members of the limited liability partnership and to the general public. This will include accounts.

2. What period should the accounts cover?

A limited liability partnership's first accounts must start on the day of incorporation. The first financial year must end on the 'accounting reference date' or a date up to seven days either side of this date (see question 3). Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.

3. How is the accounting reference date set?

The accounting reference date is the date in each year to which accounts will be drawn up. The date depends on the date of incorporation as it is the last day of the month in which the anniversary of incorporation falls. For example, if your limited liability partnership is incorporated on 2 July this year, the accounting reference date will be 31 July, and its first financial year must end on 31 July next year (or within seven days of that date).

4. Can the accounting reference date be changed?

Yes. You may change it by sending Form LLP225 to the Registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts to us. For more information, see our booklet, 'Limited Liability Partnerships Administration and Management'.

5. How long do I have to deliver accounts?

The first accounts of a limited liability partnership must be delivered:

• within 10 months of the end of the accounting reference period; or
• if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.

• Changes of members and designated members, within 14 days. For appointments use Form LLP288a, for resignations use Form LLP288b, and for changes of designation use Form LLP8.
• Change of members' and designated members' personal details, within 28 days using form LLP288c
• Register and debenture holders.
• Details of any mortgage or charge created by the limited liability partnership, within 21 days. See our booklet, 'Limited Liability Partnerships Administration and Management'.
• A change of registered office, within 14 days. Use Form LLP287. The change becomes legally effective only when we have registered the form.

7. What about annual returns?

Every limited liability partnership must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.

8. What does Companies House do with the information my limited liability partnership sends?

We must make the information available to anyone who wants to see it. So the information you send will be added to your record and will be available for public inspection.

9. What happens if I don't send the information to Companies House on time?

If your accounts are delivered late, there is an automatic civil penalty for late filing. This is between £100 and £1,000. More information about late filing penalties is available in our booklet, 'Limited Liability Partnership Administration and Management'.

In addition, designated members may be prosecuted for not filing certain documents. If convicted, they will have a criminal record and be liable for a fine of up to £5,000 for each offence. In some cases, they could also be disqualified from being a designated member or company director taking part in the management of a limited liability partnership or company for up to five years.

10. What if the limited liability partnership doesn't take off or I no longer need it?

Limited liability partnerships that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register. For information on this, and formal insolvency proceedings, see our booklets 'Limited Liability Partnerships Winding-Up' or, for limited liability partnerships registered in Scotland, 'Limited Liability Partnerships Winding-Up (Scotland)'.

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CHAPTER 8
Further information

1. Where can I go for help?

Our staff in Cardiff and Edinburgh will be able to advise you on matters generally, but when you start a limited liability partnership it is important to get things right. So that you don't make what could turn out to be costly mistakes, it may be sensible to consult a solicitor, a formation agent, a chartered secretary or an accountant as appropriate. Addresses will usually be found in the Yellow Pages.

For more information about names which need the approval of the Secretary of State, you should write to:

 

3. Where do I get forms and guidance booklets?

This is one of a series of Companies House booklets which provide a simple guide to the Companies Act.

Statutory forms and guidance booklets are available, free of charge from Companies House. The quickest way to get them is through this website or by telephoning 0870 3333636.

If you prefer you can write to our stationery sections in Cardiff or Edinburgh.

Forms can also be obtained from legal stationers, accountants, solicitors and company formation agents - addresses in business phone books.

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APPENDIX A

You will need the approval of the Secretary of State for Trade and Industry before you use any of the following words or expressions (or their plural or possessive forms) in your chosen limited liability partnership name. .

(a) Words which imply national or international pre-eminence: