General Information

As the dominant industrial and maritime power of the 19th century, the United Kingdom of Great Britain and Ireland played a leading role in developing parliamentary democracy and in advancing literature and science. At its zenith, the British Empire stretched over one-fourth of the earth's surface. The first half of the 20th century saw the UK's strength seriously depleted in two World Wars and the Irish republic withdraw from the union. The second half witnessed the dismantling of the Empire and the UK rebuilding itself into a modern and prosperous European nation.

As one of five permanent members of the UN Security Council, a founding member of NATO, and of the Commonwealth, the UK pursues a global approach to foreign policy; it currently is weighing the degree of its integration with continental Europe. A member of the EU, it chose to remain outside the Economic and Monetary Union for the time being. Constitutional reform is also a significant issue in the UK. The Scottish Parliament, the National Assembly for Wales, and the Northern Ireland Assembly were established in 1999, but the latter is suspended due to wrangling over the peace process.

The UK, a leading trading power and financial center, is one of the quintet of trillion dollar economies of Western Europe. Over the past two decades, the government has greatly reduced public ownership and contained the growth of social welfare programs. Agriculture is intensive, highly mechanized, and efficient by European standards, producing about 60% of food needs with less than 2% of the labor force. The UK has large coal, natural gas, and oil reserves; primary energy production accounts for 10% of GDP, one of the highest shares of any industrial nation.

Services, particularly banking, insurance, and business services, account by far for the largest proportion of GDP while industry continues to decline in importance. GDP growth slipped in 2001-03 as the global downturn, the high value of the pound, and the bursting of the "new economy" bubble hurt manufacturing and exports. Output recovered in 2004, to 3.2% growth, then slowed to 1.7% in 2005 and 2.7% in 2006. The economy is one of the strongest in Europe; inflation, interest rates, and unemployment remain low. The relatively good economic performance has complicated the BLAIR government's efforts to make a case for Britain to join the European Economic and Monetary Union (EMU). Critics point out that the economy is doing well outside of EMU, and public opinion polls show a majority of Britons are opposed to the euro. Meantime, the government has been speeding up the improvement of education, transport, and health services, at a cost in higher taxes and a widening public deficit.

Important Information

UK LLPs provided by Personal Office must be formed with a view to making profit and for the purpose of undertaking the international trade of goods or services either as principal or agent or for the provision of consultancy or related services.

International UK LLPs established by Personal Office have pre-prepared operating agreements that preclude UK resident members, the undertaking of business in the UK, the ownership of property or shares and the sale of membership interests.

LLP Information

A limited liability partnership is a new form of legal business entity with limited liability. The main features of limited liability partnerships are that they have organisational flexibility and are taxed as partnerships. In many other respects they are very similar to companies.

The Limited Liability Partnership Act 2000 generally allows two or more persons associated for carrying on a lawful business with a view to profit to form a limited liability partnership by subscribing to its incorporation document - Form LLP 2. (In law, 'person' includes individuals and companies.) However, limited liability partnerships are not available for all activities such as non profit making activities.

Every limited liability partnership must have at least two, formally appointed, designated members at all times. (Designated members are roughly analogous to the executive directors and the company secretary of a company). If there are fewer than two designated members then every member is deemed to be a designated member. (The limited liability partnership may have decided that all members will be designated members or that only some members will be designated).

With the agreement of the other members, a member may become a designated member at any time. Designated members have the same rights and duties towards the limited liability partnership as any other member. These mutual rights and duties are governed by the limited liability partnership agreement and the general law.

There are also placed extra responsibilities on designated members: They must appoint an auditor (if one is needed); sign the accounts on behalf of the members; deliver the accounts to the Registrar; notify the Registrar of any membership changes or change to the registered office address or name of the limited liability partnership; prepare, sign and deliver an annual return (Form LLP363) to the registrar; and act 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.

The procedure to incorporate is the following: by submission of the Incorporation Document Form LLP2, together with the registration fee to the Registrar of Companies. The below mentioned issues are to be confirmed to the Registrar of Companies on registration of a limited liability partnership: the name of the limited liability partnership; the address of the registered office; the names and addresses of each of the corporations or individuals that are to be the first members of the limited liability partnership on incorporation. Where they are individuals their date of birth also needs to be confirmed; the designated members must be confirmed.

The designated members are persons responsible for the statutory compliance of the limited liability partnership and need to be a minimum of two, unless membership of the limited liability partnership drops to one person only.

There are restrictions on trading for specified groups, which include banking, insurance, financial services, consumer credit related services and employment agencies.

A Limited Liability Partnership incorporated in the United Kingdom has the same powers as a natural person. The language of Legislation and Corporate Documents is English. Shelf Companies are available. The time to incorporate is about one week.

There are name restrictions on any name that is identical or too similar to an existing company; any name which would be considered offensive or suggests criminal activity; or any name that suggests the patronage of the Royal Family or the Government of the United Kingdom. Restricted names include the use of the following words: assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.

Whilst the name of company can be in any language, the documentation must be in English. Any name in a language other than English must be accompanied by a certified translation to ensure that the name is not restricted. The following names require consent or licence: banking and all financial services activities such as insurance. The suffixes to denote limited liability: Limited Liability Partnership or the relevant abbreviations. There is no disclosure of beneficial ownership to authorities.

The minimum capital contribution is £ 2.

The members exemption from UK tax is only applicable provided that no business or trade is carried out with or within the United Kingdom. The tax authorities in the United Kingdom have confirmed that the taxation base of a limited liability partnership will follow the procedure operated in the past for partnerships. The limited liability partnership itself will not be liable for taxation on profits or gains arising within the partnership, but the profits or gains will be assessed to tax separately on the individual partners. In order to remain this status a limited liability partnership must be a commercial venture operating with a view to profit that is not in liquidation.

The United Kingdom is party to more double tax treaties than any other sovereign state. However, access to treaty benefits for UK LLP's is determined by the residence of members, consequently International UK LLP's established by Personal Office cannot benefit from UK treaty access. There are no licence fees.

All UK LLP's are required to file accounts with the Registrar of Companies. Audited (rather than un-audited) accounts must be delivered to Companies House if the limited liability partnership falls into any of the following categories:

Category One: a parent limited liability partnership or subsidiary undertaking (unless dormant for the period during which it was a subsidiary) except where the group: qualifies as a small group or would qualify if all bodies corporate in the group were companies; and the turnover for the whole group is not more than £ 1 million net or £ 1,2 million gross; and the group's combined balance sheet total is not more than £ 1,4 million net (£ 1,68 million gross).

Category Two: a member of a group in which any member is: a public company or body corporate which (not being a company) has power under its constitution to offer shares or debentures to the public; a banking or insurance company; an authorised person under the Financial Services Act 1986.

Category Three: an authorised person or appointed representative under the Financial Services Act 1986.

Category Four: a special register body or employers association under the Trade Union and Labour Relations (Consolidation) Act 1992.

The annual accounts must contain details of: turnover; balance sheet signed by the designated members, an auditors' report signed by the auditor (if appropriate); notes to the accounts; and group accounts (if appropriate), profit and loss for the year before members remuneration/profit shares. Where the profit figure exceeds £ 200.000, the amount attributable to the member with the largest profit share. Aggregate capital or loans put in by members and aggregate amounts withdrawn during the year by members.