The Waterfront Partnership

Partnership

LLP

LTD

Name

Must not end in ‘Limited', ‘Ltd', ‘Limited Liability Partnership', ‘LLP', ‘Public Limited Company', ‘plc'

Must end in ‘Limited Liability Partnership' or ‘LLP'

Must end in ‘Limited' or ‘Ltd'

NB. The use of certain specific words (for example ‘British', ‘Trust', ‘Bank', any words that are obscene) are restricted for any type of business.

Governing rules

Partnership Agreement

Partnership Agreement

Memorandum and Articles of Association

Who are "Members"?

Partners = all signatories to the partnership agreement.

Members = all signatories to the partnership agreement.

Members = shareholders OR guarantors.

Restrictions on directorship and membership

None

Any person whose name appears on the register of disqualified directors and members can not become a member.

Any person whose name appears on the register of disqualified directors and members can not become a director.  There is no restriction on membership.

Members' liability

Unlimited

Limited to the partnership's capital

Limited by shares or by guarantee

Number of officers/ members

Must be at least 2 partners

Must be at least 2 ‘designated members'.  There is no maximum limit on the number of members or designated members.

Must be at least 1 director. (From 6^th April 2008 private limited companies are longer required to have a company secretary but they may elect one if they wish) There are no limits on the number of members.

Registration of members

None

The Registrar must be notified of any change in the membership of the company (14 days).  The Registrar must also be notified of any change in the personal details of the members (28 days).

A register of members must be kept by the company.  The Registrar will be notified of the identity of members because this information will be included on the Memorandum and Articles of Association and will be updated when notification of an allotment of shares is sent to the Registrar.

Registration of directors/ designated members

N/A

The changes in membership of which the Registrar must be notified include any change from member to designated member or vice versa.

A register of directors must be kept by the company and the Registrar must also be notified of any change in the directorship of the company.  The Registrar must also be notified of any change in the personal details of the directors.

Main responsibilities of directors/ designated members

N/A

Designated members are responsible for:

• appointing an auditor (if one is needed);

• signing the accounts on behalf of the members;

• delivering the accounts to the Registrar;

• notifying the Registrar of any membership changes or change to the registered office address or name of the limited liability partnership;

• preparing, signing and delivering to the Registrar an annual return; and

• acting on behalf of the limited liability partnership if it is wound up and dissolved.

Directors are responsible for:

• the day to day running of the company;

• ensuring that accounts are filed with the Registrar;

• ensuring that the annual return is prepared, signed and delivered to the Registrar;

• ensuring that notices of change of directors or secretaries or in their particulars are delivered to the Registrar; and

• ensuring that any notice of change of registered office is delivered to the Registrar.

N.B. If the company have chosen to have a company secretary, they may share the responsibility for some of these matters.

Taxation

Taxed as a partnership - partnership tax returns must be completed and filed with the Inland Revenue.

Taxed as a partnership - partnership tax returns must be completed and filed with the Inland Revenue. 

Taxed as a company - corporation tax returns must be completed and filed with the Inland Revenue.

N.B. You should discuss any taxation issues with a qualified accountant.

Accounts

No need to file

Must be filed with the Registrar annually. 

Must be filed with the Registrar annually.

N.B. You should discuss any accountancy issues with a qualified accountant.

Other Companies House filing obligations (N.B. this list is not exhaustive, but outlines the most common filings)

None

• Annual Return.

• Change of registered office (14 days).

• Register and debenture holders.

• Details of any mortgage or charge created by the limited liability partnership (21 days).

• Annual Return.

• Change of registered office (14 days).

• Change of company secretary or change in personal details of company secretary if company have elected to have a company secretary.

• Allotments of shares (1 month).

• Copies of any special or extraordinary resolutions and certain types of ordinary resolutions (15 days).

• Details of any mortgage or charge created by the company (21 days).

Information that must appear on Stationery

None (unless the partnership is regulated by a professional body)

On all business letters and order forms:

• partnership name;

• registration number;

• the fact that it is a limited liability partnership;

• place of registration (e.g. England and Wales); and

• address of registered office.

Additionally the partnership name must appear on:

• all notices and other official publications;

• all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the limited liability partnership;

• all its bills of parcels, invoices, receipts and letters of credit.

On all business letters and order forms:

• company name;

• registration number;

• place of registration (e.g. England and Wales); and

• address of registered office.

Additionally the company name must appear on:

• all notices and other official publications;

• all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by, or on behalf of, the company;

• all its bills of parcels, invoices, receipts and letters of credit.