Members of a Limited Liability Partnership (LLP)
LLP's
are diferent to Limited Companies in that an LLP is run
and managed by its members as opposed to company directors
and company secretary. Similar rules exist for both types
of company but the terminology is a little different.
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.
If necessary we can provide you with a nominee member to
fulfil this requirement.
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.
Members
cease to be members:
- 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.
In
dealings with other people, a former member will be regarded
as still being a member unless notice that the former member
had ceased to be a member had been:
- given
to the person with whom the former member was dealing;
or
- delivered
to the Registrar.
Ex-members
must not interfere with the management or administration
of the limited liability partnership.
If there is a change in members notice that a person has
become a member or ceased to be a member must be delivered
to the Registrar within 14 days on the relevant forms. Please
see our Companies House forms.
Notice
that an existing member has changed their name or address
must be delivered to the Registrar within 28 days on form
LLP288c. You can download this form free of charge from
our wesite at Companies
House forms page.
Who
are the Designated Memebrs of a Limited Liability Partnership?
There must be at least two designated members for any Limited
Liability Partnership.
The incorporation document must say:
- that
the partnership has specific individual designated members;
or
- that
all members are designated members.
The
members may decide at any time to reverse the position by
delivering notice to the Registrar on Form LLP8. If the
Form LLP8 says that specific members will be designated
members, then details of each member's status must be delivered
to the Registrar within 28 days on Form LLP288c avalable
form our Companies
House forms page.
Where specific members are designated members, a member
may become a designated member - or vice versa - at any
time by agreement with the other members. Again, notice
of the member's change of status must be delivered to the
Registrar within 28 days on Form LLP288c
A designated member that ceases to be a member is automatically
no longer a designated member.
If, for any reason, the number of designated members falls
to one, or none, then all members will be deemed designated
members.
What responsibilites
do Designated Members have?
Designated members of a Limited Liability Partnership have
the same rights and duties towards the partnership as any
other member. These mutual rights and duties are governed
by the limited liability partnership agreement if one exists
and by law. However, the law also places extra responsibilities
on designated members. In particular, designated members
are responsible for:
- 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.
Designated
members are also accountable in law for failing to carry
out these legal responsibilities. In effect Designated Members
take on the same responsibilties as a Company Secretary
or Director in Private Limited Liabilty Company.
Must a change
of registered Office be notified to the registrar?
Yes. It is vital that you keep Companies House informed
of the location of your registered office.
Every limited liability partnership must have a registered
office. This is the 'home' of the limited liability partnership
to which all official documents, notices and court papers
have to be sent by law. The address must be a physical location,
not just a post office box and must be located in England
or Wales. This is because people have the right to visit
your office to inspect certain registers and documents,
and to deliver documents by hand.
You can change your registered office by sending a completed
Form LLP287 to the Registrar, available form Companies
House Forms page. The change becomes legally effective
only when you have registered the form. If you do not wish
to declare your registered office or do not have a UK
address we can provide you with a UK registered office facility.
Please see our registered office page.
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