LLPs

Question 1

What incorporation documents are required to be submitted when forming an LLP

Answer 1

• Name of LLP (must end in “LLP)
• Details of LLP registered office
• Names and addresses of the members (must be at least 2)
• Details of people with significant control

Question 2

Minimum number of members in an LLP

Answer 2

2

Question 3

How can an LLP change it’s name? When is the change effective?

Answer 3

By delivering a notice of the change to the Registrar of Companies.

The name change is effective with the Registrar issues a certificate of the name change.

Question 4

What happens if an LLP does not have at least 2 members?

Answer 4

If an LLP carries on with only 1 member for more than 6 months, that member will be jointly and severally liable with the LLP.

Question 5

How do you add a new member to an LLP?

Answer 5

Unanimous consent from all current members (unless the LLP agreement says otherwise)

Question 6

What does a “Designated Member” do?

Answer 6

Administrative and filing duties of the LLP.

Question 7

When must the LLP notify the Registrar of Companies of changes in membership/designated members?

Answer 7

Within 14 days

Question 8

Can members bind the partnership to contract/tort?

Answer 8

Yes, if they act with actual or apparent authority.

Question 9

How does a member leave an LLP

Answer 9

(1) Giving reasonable notice to the other members

(2) Giving notice to the Registrar at Companies House within 14 days

NOTE: Leaving member must notify any customers until notice has been sent to Companies House, otherwise still on the hook.

Question 10

Who are “People With Significant Control”

Answer 10

Someone who:
- Holds rights over more than 25% of surplus assets upon winding up
- Holds more than 25% of the rights to vote
- Holds the right to appoint/remove the majority of management, or
- Otherwise has the right to exercise significant influence or control over the LLP