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Introduction

This booklet is a guide to administering and managing a limited liability partnership. It covers limited liability partnerships formed and registered in England, Wales and Scotland.

The booklet:

• explains some of the main responsibilities of a limited liability partnership's members and designated members; and
• deals with the key filing requirements as they relate to Companies House.

You will find the relevant law in the Limited Liability Partnerships Act 2000, and in the Limited Liability Partnerships Regulations 2001 which apply parts of the Companies Act 1985 (as amended in 1989 and later) to limited liability partnerships and in the Financial Service and Markets Act 2000 (Consequential Amendments) Order 2004 (S.I. 2004/355).

If after reading this booklet, you are in doubt about your responsibilities, you should seek professional advice from a solicitor or accountant.

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CHAPTER 1
Members' and designated members' responsibilities

Section 1.1 Membership of a limited liability partnership

1. Who are the members of a limited liability partnership?

When a limited liability partnership is formed, the members are the people named on the incorporation document. At least two members must be appointed as 'designated members' - see question 4 below.

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.

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.

• 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.

• given to the person with whom the former member was dealing; or
• delivered to the Registrar.

• Form LLP288a - Appointment of a member
• Form LLP288b - Terminating the appointment of a member

• Form LLP288c - Change of particulars of a member

• that the partnership has specific individual designated members; or
• that all members are designated members.

• 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.

Important: coloured ink can drop out (disappear) when a document is scanned to produce an image. To prevent this, always use black ink to complete and sign all documents.

4. What is the most common problem to avoid?

Glossy accounts
If you are producing colour-printed glossy accounts, please save them for your members and others who will appreciate them. We still need black on white with a matt finish. A typed unbound version or printer's proof is ideal, provided it has the necessary signatures.

5. Can I find out more about this?

For further guidance on print requirements, contact 0870 333 3636

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CHAPTER 2
Annual Return

Section 2.1 Completing an annual return

1. 1 Which limited liability partnerships must send an annual return to Companies House?

Every limited liability partnership must deliver an annual return to Companies House within 28 days of its made-up date (see question 3). A limited liability partnership's designated members are responsible for ensuring that the annual return:

• is delivered to Companies House within 28 days after the anniversary of incorporation or the anniversary of the made-up date of the last annual return; and
• gives a true picture of the membership of the limited liability partnership at the made-up date.

• the name of the limited liability partnership;
• its registered number;
• its registered office address;
• the address where certain limited liability partnership registers are kept if not at the registered office;
• the name and address of each member;
• if only some members are designated members, which of them are designated members.

• the incorporation of the limited liability partnership; or
• the made-up date of the previous annual return registered at Companies House.

• change of registered office address. Use Form LLP287;
• appointment of a member. Use Form LLP288a;
• termination of an appointment of a member. Use Form LLP288b;
• change of details of a member or designated member, for example, address. Use Form LLP288c;
• location, or change of location, of the register of debenture holders. Use Form LLP190;

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CHAPTER 3
Accounts and Accounting Reference Dates

Section 3.1 Accounting reference dates

1. What is a financial year?

Every limited liability partnership must prepare annual accounts that report on the financial performance and position of the limited liability partnership during the year. The period reported on in the accounts is called the financial year. This starts on the day after the previous financial year ended or, in the case of a new limited liability partnership, on the day of incorporation.

 

• You may not extend a period so that it lasts more than 18 months from the start date of the accounting period.
• You may not extend more than once in 5 years unless:
  1. the limited liability partnership is subject to an administration order; or
  2. the Secretary of State has directed this; or
  3. the limited liability partnership is aligning its accounting reference date with that of a subsidiary or parent undertaking established within the European Economic Area. Countries comprising the European Economic Area are as follows:

• a profit and loss account;
• a balance sheet signed by a designated member;
• an auditors' report signed by the auditor (if appropriate);
• notes to the accounts; and
• group accounts (if appropriate).

• 10 months from the ARD; or
• 3 months from the date of the notice (Form LLP225).

If a limited liability partnership carries on business or has interests overseas, and the financial year begins before 1 January 2005, a 3-month extension to the normal filing period can be claimed by delivering Form LLP244 to Companies House. This form must be delivered before the normal filing deadline and this must be done for every year that the limited liability partnership wishes to claim the extension. It does not automatically apply from one year to the next. (Form LLP244 cannot be used for financial years, which begin on or after 1 January 2005 but an extension to the filing period may still be granted in exceptional circumstances – see below.)

An application may be made to the Secretary of State for Trade and Industry to extend the time for laying and delivering accounts if there is a special reason for doing so; for example, if there has been an unforeseen event which was outside the control of the limited liability partnership and its auditors. The application must be made in writing, be delivered before the filing deadline, and must contain a full explanation of the reasons for the extension and the length of the extension needed.

• The balance sheet must be signed by a designated member, with any statements about accounting or filing exemptions appearing above the designated member's signature.
• If an auditors' report or special auditors' report is attached to the accounts, then it must state the names of the auditors and be signed and dated* by them.

Please note: The above accounting exemption thresholds apply to financial years beginning on or after 30 January 2004. For earlier financial years, to be a small limited liability partnership, at least two of the following conditions must be met:

• annual turnover must be £2.8 million or less;
• the balance sheet total must be £1.4 million or less;
• the average number of employees must be 50 or fewer.

To be a medium-sized limited liability partnership, at least 2 of the following conditions must be met:

• annual turnover must be £11.2 million or less;
• the balance sheet total must be £5.6 million or less;
• the average number of employees must be 250 or fewer.

Generally, a limited liability partnership qualifies as 'small' or 'medium-sized' in its first financial year, or in any subsequent financial year if it fulfils the conditions in that year and the year before. If the limited liability partnership ceases to be small or medium-sized, the exemption continues for the first year that the limited liability partnership does not fulfil the conditions. The exemption continues uninterrupted if the limited liability partnership reverts to being small or medium-sized the following year - see the table below.

• the abbreviated balance sheet and notes; and
• a special auditor's report (unless the limited liability partnership is also claiming audit exemption - see sections 3.4 and 3.5).

• the abbreviated profit and loss account;
• the full balance sheet;
• a special auditor's report; and
• notes to the accounts.

Please note: The above accounting exemption thresholds apply to financial years beginning on or after 30 January 2004. For earlier financial years, to qualify as small, a group must meet at least two of the following conditions:

• aggregate turnover must be £2.8 million net (£3.36 million gross) or less;
• the aggregate balance sheet total must be £1.4 million net (£1.68 million gross) or less;
• the aggregate average number of employees must be 50 or fewer.

• a public company or body corporate which (not being a company) has power under its constitution to offer shares or debentures to the public;
• a person who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity;
• a person who carries on insurance market activity.

(c) A person (other than a banking limited liability partnership) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity.

(d) For accounts delivered to the Registrar after 5 September 2005 a person who was during the relevant financial year an appointed representative within the meaning of s39 of the Financial Services and Markets Act 2000 (other than an appointed representative whose scope of appointment is limited to activities that are not regulated activities – see below).

• arranging regulated mortgage contracts;
• assisting administration and performance of a contract of insurance;
• advising on regulated mortgage contracts; or
• dealing as agent, arranging deals in investments or advising on investments – where the activity concerns relevant investments that are not contractually based investment.

(e) A special register body or employers association under the Trade Union and Labour Relations (Consolidation) Act 1992.

4. What does an audit-exempt limited liability partnership need to send to Companies House?

If the limited liability partnership qualifies (see question 2 and question 3), unaudited accounts may be delivered to the Registrar in the form of an abbreviated balance sheet and notes containing statements to the following effect above the designated member's signature:

1. For the year ended . . . (date) the limited liability partnership was entitled to exemption under section 249A(1) of the Companies Act 1985 (as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001).
2. The members acknowledge their responsibility for:
   • ensuring the limited liability partnership keeps accounting records which comply with section 221; and
   • preparing accounts which give a true and fair view of the state of affairs of the limited liability partnership as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 226, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as applicable to the limited liability partnership.
3. The accounts have been prepared in accordance with the special provisions in Part VII of the Companies Act 1985 (as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001) relating to small limited liability partnerships.

A limited liability partnership is dormant if it has had no 'significant accounting transactions' during the period.

'Significant accounting transactions' are transactions which are required to be entered in a limited liability partnership's accounting records, but when considering whether the limited liability partnership is dormant, you can disregard the following financial transactions:

• fees paid to the Registrar for a change of limited liability partnership name and filing annual returns; and
• civil penalties imposed for delivering accounts to the Registrar after the statutory time allowed for filing.

A limited liability partnership may not take advantage of dormant status if it is a person (other than a banking limited liability partnership) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on a regulated activity.

If the limited liability partnership has not been dormant since incorporation, but has become dormant, it may take advantage of the exemptions provided that:

• it has been dormant since the end of the previous financial year; and
• it does not have to prepare group accounts for that year; and
• it qualifies as a 'small limited liability partnership' in relation to that year (see section 3.3), or would have qualified as small but for the fact that it is a member of a group which included: a public company or body corporate which (not being a company) has power under its constitution to offer shares or debentures to the public, a person who has permission under Part 4 of the Financial Service and Markets Act 2000 to carry on a regulated activity, or a person who carries on insurance market activity.

• an abbreviated balance sheet containing a statement above the designated member's signature to the effect that the limited liability partnership was dormant throughout the accounting period (the full text of the required statements is at question 4 below);
• the previous year's figures for comparison - even though these may be the same as the current year's;
• certain notes to the balance sheet - a full list of items to be covered appears at the end of this section.

1. For the year ended . . . (date) the limited liability partnership was entitled to exemption under section 249AA(1) of the Companies Act 1985 (as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001).
2. The members acknowledge their responsibility for:
   • ensuring the limited liability partnership keeps accounting records which comply with section 221; and
   • preparing accounts which give a true and fair view of the state of affairs of the limited liability partnership as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 226, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as applicable to the limited liability partnership.
   
   Please Note:
   The statements for audit exemption should not include reference to section 249b(2), the members not requiring an audit. This section of the Act does not apply to LLPs and the statement should not be included on the balance sheet.

Any limited liability partnership exempt from the need to appoint auditors by reason of being dormant will cease to be exempt if the limited liability partnership:

• begins commercial or trading activities during the financial period; or
• disposed of an asset, settled a liability or conducted some other non-exempt transaction; or
• would no longer qualify for some other reason.

If any of these happened, fuller accounts would be required for the financial year in which the limited liability partnership ceased to be exempt, and the members might need to appoint auditors for the limited liability partnership. It may be that the limited liability partnership would qualify for certain exemptions as a medium-sized or small limited liability partnership. More information about limited liability partnership accounting requirements and audit exemption for small limited liability partnerships is given in sections 3.3 and 3.4 of this chapter.

Model balance sheets for dormant limited liability partnerships

The balance sheets shown on the following pages are referred to at question 3 above.

These formats provide a guide to the information you need to include. These formats are designed to reflect all possible assets and liabilities that a Limited Liability Partnership may have but you only need to include a particular heading if there is an amount other than nil to be shown.

• In format A, net assets must equate to the aggregate of capital and reserves.
• In format B, assets must equate to liabilities (including capital and reserves as balancing items).

DORMANT BALANCE SHEET FORMAT A

Limited liability partnership No. ............................

Limited liability partnership Name ..........................................

BALANCE SHEET AS AT ..../..../.......

1. For the year ended . . . (date) the limited liability partnership was entitled to exemption under section 249AA(1) of the Companies Act 1985 (as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001).
2. The members acknowledge their responsibility for:
    
   1. ensuring the limited liability partnership keeps accounting records which comply with section 221; and
       
   2. preparing accounts which give a true and fair view of the state of affairs of the limited liability partnership as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 226, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as applicable to the limited liability partnership.

1. For the year ended . . . (date) the limited liability partnership was entitled to exemption under section 249AA(1) of the Companies Act 1985 (as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001).
2. The members acknowledge their responsibility for:
    
   1. ensuring the limited liability partnership keeps accounting records which comply with section 221; and
       
   2. preparing accounts which give a true and fair view of the state of affairs of the limited liability partnership as at the end of the financial year, and of its profit or loss for the financial year, in accordance with the requirements of section 226, and which otherwise comply with the requirements of the Companies Act relating to accounts, so far as applicable to the limited liability partnership.

• accounting policies, including those relating to depreciation and diminution in value of assets;
• information about members' interests;
• information about fixed assets;
• details of indebtedness;
• basis on which sums originally in a foreign currency have been translated into sterling;
• in respect to every item above (other than fixed assets), the corresponding amounts for the previous year;
• if the limited liability partnership has acted during the financial year as an agent for any person, then that must be disclosed.

• details of any subsidiary undertakings and of shares held in them, and why group accounts are not required;
• details of any undertakings in which the limited liability partnership has a 'significant holding';
• the name of the limited liability partnerships ultimate parent and (if known) its country of incorporation;
• the names of certain parent undertakings, and their countries of incorporation or (if not incorporated) the addresses of their principal places of business.

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CHAPTER 4
Auditors

Section 4.1 Appointment of auditors

1. What is an auditor?

An auditor is a person who makes an independent report to a limited liability partnership's members as to whether its annual accounts have been properly prepared in accordance with the Act. The report must also say if a limited liability partnership's accounts give a true and fair view of its state of affairs and profit and loss for the year. Most limited liability partnerships are required to have their accounts audited - but see question 2 below.

2. Must all limited liability partnerships accounts be audited?

No. If they qualify for exemption and wish to take advantage of it, most small limited liability partnerships and dormant limited liability partnerships do not have to have their accounts audited.

• To qualify for audit exemption as a small limited liability partnership:
  
   

  - For financial years ending after 30 March 2004, the limited liability partnership’s turnover must be £5.6 million or less with a balance sheet total of £2.8 million or less. - For financial years ending on or before 30 March 2004 the limited liability partnership’s turnover for a financial year must be £1 million or less with a balance sheet total of £1.4 million or less.

  
   
• Dormant limited liability partnership audit exemption may be claimed by a limited liability partnership that has not traded during a financial year, and provided it meets certain other criteria. See section 3.5. Dormant limited liability partnerships do not need to appoint auditors and can deliver very basic accounts to Companies House.

More information about small limited liability partnership exemptions and dormant exemptions is set out in section 3.4 and 3.5.

3. How is an auditor appointed?

The designated members appoint the auditor of the limited liability partnership annually. The first auditor must be appointed before the end of the financial year for which they were appointed. Thereafter, an auditor must be appointed or re-appointed within two months of the approval of the accounts for the preceding financial year.

4. What does an auditor do?

The auditor will check the accounts and accounting records of the limited liability partnership and prepare a report for the limited liability partnership's members.

For financial years beginning on or after 1 January 2005, the auditors’ report must include:

• An introduction identifying the accounts that were the subject of the audit and the financial framework that has been applied in their preparation (i.e. whether UK GAPP or IAS as adopted for use in the EU).
• A description of the scope of the audit identifying the accounting standards used in the audit.
• A statement as to whether in the auditors’ opinion the accounts have been properly prepared in accordance with the Companies Act (and, if appropriate, Article 4 of the IAS Regulation).
• A statement as to whether the accounts, in accordance with the relevant financial reporting framework, give a true and fair view of the limited liability partnership’s financial affairs.
• The auditors’ report may be either unqualified or qualified and must include a reference to any matters to which the auditors’ wish to draw attention by way of emphasis without qualifying the report.

The auditors’ report delivered to the registrar must be signed by the auditors. For financial years beginning on or after 1 January 2005, the auditor’s report must also be dated.

If, in the auditor's opinion, the accounts do not comply, the auditor will say so in the report.

5. Can my accountant be my auditor?

An auditor must be independent of the limited liability partnership; therefore, a person cannot be appointed as an auditor if they are:

• a member or employee of the limited liability partnership or an associated undertaking;
• a partner or employee of such a person, or a partnership of which such a person is a partner.

1. The Institute of Chartered Accountants of Scotland
   21 Haymarket Yards
   Edinburgh EH12 5BH
   Tel: 0131 347 0100
2. The Institute of Chartered Accountants in England and Wales
   Professional Standards Office
   Silbury Court
   412-416 Silbury Boulevard
   Central Milton Keynes
   MK9 2AF
   Tel: 01908 248100
3. The Institute of Chartered Accountants in Ireland
   Chartered Accountants House
   87-89 Pembroke Road
   Dublin 4
   Tel: 0035 3166 80400
4. The Association of Chartered Certified Accountants
   64 Finnieston Square
   Glasgow G3 8DT
   Tel: 0141 582 2000
5. The Association of Authorised Public Accountants
   10 Lincoln's Inn Fields
   London
   WC2A 3BP
   Tel: 020 7396 5954

• If there are any such circumstances, the limited liability partnership must send a copy of the statement to all the members of the limited liability partnership unless a successful application is made to the court to stop this. If the auditor does not receive notification of an application to the court within 21 days of depositing the statement with the limited liability partnership, the auditor must within a further seven days send a copy of the statement to Companies House for the limited liability partnership's public record.
• If there are no such circumstances, the auditor must deposit a statement with the limited liability partnership to that effect. This statement need not be circulated to the members.

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CHAPTER 5
Late Filing Penalties

Section 5.1 Late Filing Penalties explained

1. What are late filing penalties?

Section 242A of the Companies Act 1985 (as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001) says that penalties will be incurred by any limited liability partnership that delivers its accounts to Companies House after the period allowed for filing.

2. How much are the penalties?

That depends on how late the accounts reach the Registrar, as shown in this table:

 

3. How long do I have to file my limited liability partnership's first accounts?

If you are filing your first accounts and they cover a period of more than 12 months, they must be delivered to the Registrar within 22 months of the date of incorporation or 3months from the ARD, whichever is longer. The definition in the box below of a period of months in connection with filing the accounts also applies to the first accounts. For example, a limited liability partnership incorporated on 1 January with an Accounting Reference Date (ARD) of 31 January has until midnight on 1 November (22 months from incorporation) to deliver its accounts, not 30 November.

4. How long do I normally have to file my accounts?

Unless you are filing your limited liability partnership's first accounts (see question 3) the time normally allowed for delivering accounts to Companies House is10 months from the end of the relevant accounting period.

• 10 months from the ARD; or
• 3 months from the date of the notice (Form LLP225).

The table below shows the dates by which the accounts must be delivered. It describes what is called the “corresponding date” rule for calculating the filing dates.
 

If your limited liability partnership's accounting period does not end on the last day of a month, then each period ends on the corresponding date in the appropriate month. For example, a private company with an accounting reference date (ARD) of 10 September has until 10 July the following year to deliver its accounts.

Please be aware of the following definition of months in connection with filing accounts.

• A period of months after a given date ends on the corresponding date. For example, a limited liability partnership with an accounting reference date of 30 September has until 30 July the following year to deliver its accounts, not 31 July.
• If there is no corresponding date, the period will end on the last day of the month. For example, a limited liability partnership with an accounting reference date of 30 April has until midnight on 28/29 February the following year to deliver its accounts.

• mark your diary or calendar to remind you in good time of the filing deadlines;
• read the filing reminders we send to your registered office;
• if appropriate, instruct your accountants in good time and remind them of the need to prepare and deliver your accounts on time.

The main reasons for rejection of LLP accounts are:

• The made up date of the accounts not agreeing with the accounting reference date.
• The made up date being absent from the accounts.
• The balance sheet not being signed.
• The statements for audit exemption include reference to section 249b(2), the members not requiring an audit. This section of the Act does not apply to LLPs and the statement should not be included on the balance sheet.
   

Section 5.3 Once a late filing penalty has been imposed

1. How will I know when a penalty is due?

If accounts are delivered late, an invoice is issued automatically to your registered office address.

2. What will happen if the penalty is not paid?

The penalty will be referred to collection agents. If it remains unpaid, legal action may be taken which could result in a County Court judgment or a Sheriff Court decree against your limited liability partnership.

3. What happens if a limited liability partnership is restored to the Register?

Under certain restoration applications, if a limited liability partnership is restored to the Register after being struck off and dissolved, then it is regarded as having continued to exist as though it had never been struck off. Accounts filed on restoration will be subject to late filing penalties.

In determining the level of any penalty, the period during which the limited liability partnership was dissolved is normally disregarded. For example, a set of accounts that should have been delivered 2 months before a limited liability partnership was dissolved are still regarded as 2 months late if they are delivered on restoration - the late filing penalty is still £100. (See section 5.1, question 2 for a table listing the levels of late filing penalties.)

Late filing penalties are not normally collected for accounts received on restoration that became due while the limited liability partnership was dissolved.

For more information about restoration, please see our booklet, ‘Limited Liability Partnerships Winding Up’ or, for limited liability partnerships registered in Scotland, ‘Limited Liability Partnerships Winding Up (Scotland)’.

4. Do late filing penalties apply to any other documents?

No. Only to accounts.

5. Are late filing penalties the same as fines imposed on designated members for non-filing?

No. They are entirely different.

• The level of a late filing penalty is set by the Companies Act, as applied to limited liability partnerships, and is payable by the limited liability partnership. Failure to pay a late filing penalty can result in a County Court judgment (or Sheriff Court decree) against the limited liability partnership.
• Failure to file accounts is a criminal offence which can result in designated members being fined personally in the criminal courts. In addition, the Registrar may take steps to strike the limited liability partnership off the public record

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CHAPTER 6
Charges and Mortgages (England and Wales)

Section 6.1 Registration of mortgages and charges

1. What are mortgages and charges?

A charge is security for the payment of a debt or other obligation that does not pass 'property' or any right to possession to the person to whom the charge is given.

A mortgage is security for the payment of a debt or other obligation that passes 'property' but no right to possession to the person to whom the mortgage is given.

Note: When the word 'charge' is used in this booklet from now on, it refers also to a mortgage.

2. What charges must be registered?

A list of the charges that must be registered in England and Wales and a brief explanation of each is shown in the box below.

 

• Select the correct form to send to the correct registration office, and follow any notes on the form itself. Act as quickly as possible: you have only 21 days from the date of creation of the charge to register the correct details.
  
  Extensions of time to allow for postal delays apply only if a charge is created outside the UK over property outside the UK. In that case, the 21 days runs from the date when the instrument creating or evidencing the charge, or a copy of it, could have been received in the UK in the normal course of post, assuming it was despatched with due diligence.
• Send the instrument creating or evidencing the charge with the form, if there is an instrument, as there usually will be. An instrument does not have to be sealed. Unsealed, it will be valid if two members of the limited liability partnership sign it.
  
  The instrument must be the original instrument, except in the following two cases when it can be a verified copy:
  
  (a) When a charge is created outside the UK over property outside the UK.
  
  (b) When a charge covers property in Scotland or Northern Ireland, and the original instrument has been registered there.
• Make sure the details on the form are correct and match the instrument. If we find errors, the presenter must authorise their correction and, if necessary, deliver new forms within the 21-day time limit. If necessary, we will return certificates, instruments and documents to the presenter named on the charge form itself. Please ensure this information is complete and accurate.
• Make sure the limited liability partnership name and number are correct. Remember that a limited liability partnership name is only changed on the day the change-of-name certificate is issued by Companies House.
• Make sure the creation date and description of the charge agree with the instrument.
• Make sure the amount secured accurately reflects what is stated in the instrument.
• Make sure the name of the chargee matches the instrument. ('Chargee' means the person to whom property is charged.)
• Make sure the short details of the property charged accurately reflect what is stated in the instrument.
• For registered land it is desirable that you give the title number of the property. Ensure that charging clauses are always inserted, including reference to fixed and floating charges.
• Sign and date the form.
• Complete the forms legibly using black ink or, preferably, type the form. Forms are reproduced electronically so that the public can inspect them. The Registrar may refuse documents that are not suitable for scanning and reproduction.

10. What must I do if my limited liability partnership acquires property that is already charged?

If the charge is of a type which the limited liability partnership would have had to register if it had created the charge itself, then it must notify the fact that it has acquired this property. To do this the limited liability partnership must complete and send Form LLP400 to Companies House, with a certified copy of any instrument that created or evidenced the charge.

This must be done within 21 days after the limited liability partnership completed the acquisition of the property. If the charged property is outside the UK and the charge was created outside the UK, the 21 days runs from the date when the copy instrument could have been received in the UK in the normal course of post, assuming that it had been despatched with due diligence.

Late delivery of the details on Form LLP400 is an offence. The limited liability partnership and every member of it who is in default are liable to a fine. If the default continues, they are liable to a daily default fine.

11. What rights has the chargee?

If the limited liability partnership does not send us a charge for registration, then the chargee (the person to whom property is charged) - or some other interested person - can register the required documents. In certain circumstances a chargee can appoint a receiver or manager, or ask the court to appoint a receiver or manager, over the property charged - for example, if the limited liability partnership defaults in payment of the debt secured by the charge. The chargee must notify the appointment to Companies House within 7 days using Form LLP405(1). We will then enter this in the register of charges.

On ceasing to act, a receiver or manager must notify us using Form LLP405(2). We will then enter the fact in the register of charges. See our booklet, 'Limited Liability Partnerships Winding-Up', for more information on receivers and managers.

Section 6.2 Satisfaction of mortgages and charges

1. What should I do when the charge is paid off (or 'satisfied')?

The limited liability partnership need not inform Companies House that a charge has been fully or partly satisfied. However, it is obviously in the limited liability partnership's own interests that potential investors and lenders know that all or part of the debt has been paid off. A member of the limited liability partnership may therefore make a statutory declaration on Form LLP403a before a Commissioner for Oaths or equivalent, and send it to us.

2. What if charged property ceases to be charged or to belong to the limited liability partnership?

As with partly or fully paid-off charges, the limited liability partnership need not inform Companies House that its property has been released from a charge or that the property no longer belongs to the limited liability partnership. However, it is obviously in the limited liability partnership's interests that potential investors and lenders should know. A member of the limited liability partnership may therefore make a statutory declaration on Form LLP403b before a Commissioner for Oaths or equivalent, and send it to us.

3. Is there a fee for registering Forms LLP403a or LLP403b?

No.

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CHAPTER 7
Charges (Scotland)

Section 7.1 Registration of charges in Scotland

1. What are charges?

A charge is security for the payment of a debt or other obligation that does not pass 'property' or any right to possession to the person to whom the charge is given.

2. What charges must be registered?

A list of the charges that must be registered in Scotland is shown in the box below.


 

There is a fee of £13 for registering each Form LLP410, LLP413, LLP416 and LLP466 delivered to Companies House. There is no fee for registering a declaration of satisfaction (Form LLP419a).

There is a standard fee of £15 for a certified copy of a charge registration. We also offer a premium same-day service which costs £50. These are available from the Postal Search Section at Companies House Edinburgh.

4. What do 'instrument' and 'evidence' mean in this chapter?

An 'instrument' is usually a document but it can also exist in electronic form.

To 'evidence' means to provide proof of the existence of something.

5. Which form should I use?

The form numbers in this table correspond to the relevant sections of the Companies Act 1985 (as applied to limited liability partnerships by regulation 4 of the Limited Liability Partnerships Regulations 2001). Those for which a registration fee is charged are marked *.

• Select the correct form to send to the correct registration office - the Edinburgh office only - and follow any notes on the form itself. Act as quickly as possible: you have only 21 days from the date of creation of the charge or, in the case of an alteration to a floating charge, 21 days from the last date of execution, to register the correct details.
  Extensions of time to allow for postal delays apply only if a charge is created outside the UK over property outside the UK. In that case, the 21 days runs from the date when the instrument creating or evidencing the charge, or a copy of it, could have been received in the UK in the normal course of post, assuming it was despatched with due diligence.
• Send the certified copy of the instrument creating or evidencing the charge with the form, if there is an instrument, as there usually will be. An instrument does not have to be sealed. Unsealed, it will be valid if it is signed by two members of the limited liability partnership.
  The instrument must be a certified copy of the original instrument.
• Make sure the details on the form are correct and match the instrument. If we find errors, the presenter must authorise their correction and, if necessary, deliver new forms within the 21-day time limit. If necessary, we will return certificates, instruments and documents to the presenter named on the charge form itself. Please ensure this information is complete and accurate.
• Make sure the limited liability partnership name and number are correct. Remember that a limited liability partnership name is only changed on the day the change-of-name certificate is issued by Companies House.
• Make sure the creation date and description of the charge agree with the instrument, except in the case of charges over land when it is the date of presentation at the Land Registry or Register of Sasines.
• Make sure the amount secured accurately reflects what is stated in the instrument.
• Make sure the name of the chargee matches the instrument. ('Chargee' means the person to whom property is charged.)
• Make sure the short details of the property charged, accurately reflect what is stated in the instrument.
• For registered land it is desirable that you give the title number of the property. Ensure that charging clauses are always inserted, including reference to fixed and floating charges.
• Sign and date the form.
• Complete the forms legibly using black ink or, preferably, type the form. Forms are reproduced electronically so that the public can inspect them. The Registrar may refuse documents that are not suitable for scanning and reproduction.

7. What happens when the application for registration reaches Companies House?

If the document is acceptable, we take details from it to produce a certificate of registration. We record an entry on the register of charges. We return the certificate and copy instrument to the presenter, and scan and record the form, copy certificate and register entry.

8. What if the Companies House has cause to query the application?

We will contact the presenter with any queries. If the form needs to be corrected, it must be done within the 21-day time limit.

9. What if the charge is not registered in time?

If a registrable charge is not registered in time, then it is void against the liquidator or administrator and any creditor of the limited liability partnership.

If a limited liability partnership fails to deliver a registrable charge, and no interested party has registered it, then the limited liability partnership and every member of it who is in default are liable to a fine. If the default continues, they are liable to a daily default fine.

10. Can a charge be registered out of time?

Only the court can grant an extension of time for registration of a charge that was not received in time and correct. The time limit is 21 days from the date of creation of the charge.

11. What must I do if my limited liability partnership acquires property that is already charged?

If the charge is of a type which the limited liability partnership would have had to register if it had created the charge itself, then it must notify the fact that it has acquired this property. To do this the limited liability partnership must complete and send Form LLP416 to Companies House, with a certified copy of any instrument that created or evidenced the charge.

This must be done within 21 days after the limited liability partnership completed the acquisition of the property. If the charged property is outside the UK and the charge was created outside the UK, the 21 days runs from the date when the copy instrument could have been received in the UK in the normal course of post, assuming that it had been despatched with due diligence.

Late delivery of the details on Form LLP416 is an offence. The limited liability partnership and every member of it who is in default are liable to a fine. If the default continues, they are liable to a daily default fine.

12. What rights has the chargee?

If the limited liability partnership does not send us a charge for registration, then the chargee (the person to whom it is charged) - or some other interested person - can register the required documents. In certain circumstances a chargee can appoint a receiver, or ask the court to appoint a receiver, over the property charged - for example, if the limited liability partnership defaults in payment of the debt secured by the charge. The chargee must notify the appointment to Companies House within seven days using Forms 1 (Scot) or 2 (Scot). We will then enter this in the register of charges.

On ceasing to act, a receiver must notify us using Form 3 (Scot). We will then enter the fact in the register of charges. See our booklet, 'Limited Liability Partnerships Winding-Up', for more information on receivers.

Section 7.2 Satisfaction of charges in Scotland

1. What should I do when the charge is paid off (or 'satisfied')?

The limited liability partnership need not inform Companies House that a charge has been fully satisfied or partly satisfied. However, it is obviously in the limited liability partnership's interests that potential investors and lenders know that all or part of the debt has been paid off. A member of the limited liability partnership may therefore make a statutory declaration on Form LLP419a before a Commissioner for Oaths or equivalent, and send it to us.

2. What if charged property ceases to be charged or belong to the limited liability partnership?

As with partly or fully paid-off charges, the limited liability partnership need not inform Companies House that its property has been released from a charge or that the property no longer belongs to the limited liability partnership. However, it is obviously in the limited liability partnership's interests that potential investors and lenders should know. A member of the limited liability partnership may therefore make a statutory declaration on Form LLP419b before a Commissioner for Oaths or equivalent, and send it to us.

3. Is there a fee for registering Forms LLP419a or LLP419b?

No.

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CHAPTER 8
Further information

1. 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.

2. How do I send information to the Registrar?

You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends, to Cardiff, London and Edinburgh.

You may also send documents by post, by the Hays Document Exchange service (DX) or by Legal Post (LP) in Scotland. If you send documents, please address them to:


 

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