Limited Liability Partnerships : Limited Liability Partnership Incorporation and Names

We have tried to emulate the procedures involved if you want to incorporate a Limited Liability Partnership in UK, check for acceptable names of LLPs, or alternatively if you want to change the name of an existing Limited Liability Partnership. However, if before plunging into that you must ensure after careful talks with a lawyer whether setting up a Limited Liability Partnership will be good for your business. Primarily because, there are several formalities and obligations related to the running of a Limited Liability Partnership.

A Limited Liability Partnership is a form of business, where each member of the partnership has only partial liability towards the functioning of the partnerships business. Two or more people jointly running a business that has profit motives can register an LLP, under the Companies Act, 2006 by submitting necessary documents. Registering an LLP can be done either personally or through a solicitor by filling up the appropriate forms and sending them over to the Companies House. You may or may not be able to keep the name of your choice depending upon whether another incorporation has the same name on the registrar’s index or not. At times though, when there is such a clash, if the previous incorporation is in the same group and consents to you using their name you could go ahead and use it. You cannot reserve the name of an LLP in advance, so if you are apprehensive that the name you have in mind may be booked you should start filling up the application pronto.

The certificate issued against the acceptance of the LLPs application is a very crucial document that states the name and the registration number of the LLP and the date of its incorporation. The registered office of an LLP is a very important location, because it is where all correspondence from the Companies House goes. The partnership must ensure that all mails to this address are handled with utmost urgency.

LLPs must have at least two designated members; in cases, where there are lesser than two designated members it is a practice to deem every member of the company as a designated member. Although, a designated member has the same kinds of rights and authorities as other members, he/she is entrusted with added responsibilities like appointing an auditor, signing of accounts, conveying of accounts and annual reports to the Companies House. This person has accountability to law for undertaking these responsibilities.

There are several guidelines regarding what names are acceptable. If a name is too similar to a name already existing in the registrar’s index then it is not accepted. Again, sensitive or offensive words, words with connection to Her Majesty’s Government, among others will not be acceptable. For reference purposes, there are lists of sensitive words, offensive words, and examples of cases when a name is deemed ‘same as’ another, available at the Companies House website.

LLPs must display the name of their business in their registered office, on all business communications, and on their website. This is known as disclosure and must be carried out unless the LLP has been dormant since its inception. All information furnished to Companies House, other than personal information of the officers of an LLP, is maintained in a searchable public record. The scanned copies of the forms submitted by the partnership are also uploaded online for people to find easily.