Legal requirements (LLP)- FS Flashcards
(20 cards)
What is the minimum number of members required to incorporate a Limited Liability Partnership (LLP)?
An LLP must have at least two members, and they can be individuals or corporate entities.
What is the liability status of members in a Limited Liability Partnership?
Members of an LLP are not personally liable for the debts of the LLP; the LLP is a separate legal entity, and members only pay tax on their share of profits.
What are the key requirements to validly incorporate a Limited Liability Partnership?
- Choose a name,
- Have a registered address,
- Appoint at least two designated members,
- Prepare a Limited Liability Partnership agreement, and
- Register the LLP with Companies House.
Which form must be completed to incorporate a Limited Liability Partnership?
The applicant must complete Form LL-IN01 and submit it to Companies House along with the applicable fee.
What suffix must be included in the name of a Limited Liability Partnership?
The name must end with either “LLP” or the words “Limited Liability Partnership.”
What obligations apply regarding the display and use of an LLP’s name?
The LLP’s name must be displayed at its place of business, and listed on all letterheads and documents, along with the place of registration, registration number, and registered office address.
What happens after a valid application to register an LLP is submitted to Companies House?
If the application is in order, Companies House issues a Certificate of Registration, usually within 24 hours if the application is submitted online before 3pm.
How can a Limited Liability Partnership change its name after registration?
A name change can be made by a procedure in the LLP agreement or with the unanimous consent of all members, as permitted under the LLP Regulations 2001.
What information must be provided to Companies House if there is a change to an LLP’s details?
Companies House must be notified of any changes to the LLP’s registered name, address, or membership details.
Do the same name restrictions for private limited companies apply to LLPs?
Yes, the same restrictions apply, including limits on name length, the prohibition of offensive names, and the requirement to avoid trademark infringement or passing off.
In a Limited Liability Partnership (LLP), what is the term used to refer to the partners of the business?
In an LLP, the partners are referred to as members, which includes both ordinary members and designated members.
What legal document governs the rights and duties of members in an LLP?
The rights and duties of LLP members are governed by a partnership agreement between the members or between the members and the LLP.
What happens if the LLP partnership agreement is silent on a particular issue?
If an issue is not covered by the agreement, the LLP Regulations 2001 apply to resolve the matter.
What is the minimum number of designated members required in a Limited Liability Partnership?
An LLP must have at least two designated members at all times.
How do the responsibilities of designated members differ from those of ordinary members in an LLP?
Designated members have additional legal responsibilities, including filing documents with Companies House and ensuring regulatory compliance.
What specific duties do designated members owe to the LLP?
Designated members owe a duty of reasonable care and skill to the LLP in the performance of their roles.
What legislation outlines the duties and responsibilities of designated members in an LLP?
The relevant legislation includes the Limited Liability Partnerships Act 2000, the Companies Act 2006, and the Insolvency Act 1986.
What are some statutory filing duties required of designated members in an LLP?
Designated members must:
- Register the LLP and themselves with HMRC,
- Register for VAT if applicable, IF EXCEEED 90K THRESHOLD
- Appoint an auditor (if required),
- Keep accounting records,
- File annual accounts and a confirmation statement with Companies House,
- Notify Companies House of changes to name or address.
What are the consequences if designated members fail to fulfil their legal obligations?
Designated members may face prosecution, and the LLP may be struck off the Companies House register.
What role do designated members play in the event that an LLP is wound up or dissolved?
Designated members are responsible for acting on behalf of the LLP during the winding up or dissolution process.
