UK companies incorporation process:
Legal entities in the UK are registered by the dedicated national authority, Companies House, who are responsible for registration and supervision.
The structure of UK companies:
Limited Liability Partnership (LLP) and Limited Partnership (LP)
Liability in an LLP company is limited by the interest of each partner and their guarantee. In an LP company liability for debts and the liabilities of the partnership as such lies in the General Partner and the other partners making their contributions to the capital of the partnership. Relationships between partners are regulated by a private (internal) agreement that is publicly inaccessible and is not subject to registration.
By Law a partnership is not required to pay corporate tax on profits. The profit is distributed among the partners while tax liability arises directly from the share of profit distributed between them.
LLPs incorporating in England are required by Law to maintain a registered office within England. Partnerships incorporated in Scotland act as Scottish legal entities and are not subject to taxation in the UK.
Subscribers (partners) may be natural persons and/or corporate entities and there are no residency qualifications. The minimum number of members is 2. Management of the company is undertaken by partners and there are no residency qualifications. The minimum number of managing partners is 2 and they may be either private individuals or corporations. Nominee partners may be used.
There are no directors or secretary.
The capital of partnerships is comprised of interest of the members rather than shares. The Law contains no provisions for the minimum amount of contribution of partners.
Registration period is 3-4 days. Shelf companies are available.
Accounting and auditing:
LLP accounting and financial statement regulations are similar to provisions governing the operation of LTD companies, including compulsory submission of information concerning the registered office address, any change of name and the composition of members and their addresses. LLP financial statements must be accompanied with an auditor’s report, except when partnerships are exempt from the preparation of financial statements. Failure to submit financial statements is classified as a crime and partnerships in breach of the submission of the statements are imposed with fines.
Accounts and financial documentation and the register of members must be kept at the address of the registered office or at another place determined by the members for at least three years. Documentation and the Register must be made available to members of the LLP at any time.
Notwithstanding the place of residence, as a separate legal person the LLP and its members must be registered by the Tax Office and submit annual tax declarations within the time provided by Law.
Reporting of a Limited Partnership (LP):
Partnerships must maintain accounting and prepare financial statements included with members’ own reports for submission to the relevant authorities. There is no requirement for submission of reports to Companies House. Financial statements are audited according to regulations applicable to LTD. Partnerships must submit accounts within 9 months after the end of their financial year.
LP accounts must be available for inspection at the place of business of the partnership, however if it is situated outside of the UK then the documentation must be made available at the office of the General Partner.
LP partners must submit their respective tax declarations to the Tax Office irrespective of the composition of the partners and their places of residence.
Public information in the registers:
The UK Register is open to the public and information on directors and shareholders is freely accessible. Beneficiary information is not recorded in the Register and is closed to the public. It is strongly recommended to use nominee services.