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U.K. LLP

LLP Incorporation & Disclosure

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UK Company Formation Support Note SUPPORT IS BEST REQUESTED VIA THE INTERNET.


We can respond to support needs by phone, but ALWAYS the best first step is to send us a support request by email.
PLEASE NOTE:

The materials presented by this web site, www.uk-company-formation-agents.co.uk, are for informational purposes only and are not offered as legal advice as to any particular matter in any particular jurisdiction. No reader should act on the basis of these materials without seeking appropriate professional advice as to the particular facts and applicable law involved. The materials are not represented to be correct, complete, or up-to-date. Opinions presented by this web site are the opinions of the individual authors, and do not necessarily reflect the opinion of the firm of Coddan, or of any of its attorneys or clients. Coddan has no responsibility for any third-party content referenced by this web site or accessible through this web site by hyperlink or otherwise. No information in this web site about current or past events should be construed as a prediction about future results.

In compiling and maintaining this web site Coddan does not intend to practice law or solicit legal representation in any jurisdiction where this web site may fail to comply with all laws and ethical rules. Coddan has offices in various jurisdictions.

In order to process your order, we need to know some standard information, such as your name, e-mail address, mailing address and telephone number. For the purpose of forming your company or limited liability partnership (LLP) we need to know the following information: the name you want your business entity to have, the name and address of the directors and secretary of your company or members for an LLP, and how many shares of stock your company will be authorized to issue and the par value of such stock. It is our policy that the information you provide is private and confidential. Accordingly, the personal information you provide is stored in a secure location, and is used only for the purposes for which you provide the information. When you submit an order, your order information is encrypted with secure server software to protect the information from unauthorized access. Additionally, Coddan will not sell, rent, or trade any personal information you provide during ordering.

We try to answer all e-mail as soon as possible, however the sheer volume of e-mail we receive often prevents us from getting back to you within a few days.

If for some reason we cannot provide you with a solution within this time, we will let you know why, what the problem is and when you can expect a solution. We will endeavour to offer options and alternatives where possible.

Every day, we receive several emails with addresses of "Unknown Sender." This means that you cannot receive an answer to your questions unless we post it. Only queries that are pertinent and appropriate are posted. This includes tone, language, content, and non-personal information. Therefore, some of you Unknown Senders may not receive a response if your email is not postable. If you want a response, you must use your bona fide email address. Plus, we cannot take the time to answer those emails that include lists and lists of questions. Thank you for your understanding.
Company Formation Support Note WE CANNOT ACCEPT ORDERS VIA E-MAIL.

Please submit your order using our on-line order form or call in your order on our toll-free line. Note: due to the way our orders are processed, we cannot take credit card orders over the telephone. Please go to our web site order page to place credit card orders.

For all enquiries regarding UK Incorporations please call: UK & Europe: + 44 (0) 207 748 3039, Toll Free: 800 430 3787 (Please note this is for UK only enquiries) or e-mail us at: info@uk-company-formation-agents.co.uk

For all offshore enquiries please e-mail any questions or queries you have to info@uk-company-formation-agents.co.uk . Please note all offshore enquiries must be submitted via email only. For more information about each particular jurisdiction, time scale or documentation involved please e-mail us now. If you have a particular request you would like to discuss with us please do not hesitate to contact us now including brief outline of your request.

Coddan observes a strict ANTI-SPAM policy. Your information will NEVER be sold to a third party for purposes of marketing their products or services to you.

As your UK company formation agents, we can only act on information and instructions given to us. You should not assume that we have knowledge of any factual matters. Company incorporations are completed online via our electronic link to Companies House. This allows us to provide same day online new company formations of private and public companies, limited by guarantee companies, flat management companies, subsidiary companies, holding companies and limited liability partnerships. We maintain a high level of care and diligence in supplying our clients the best of advisory, legal service and company registration services all over the United Kingdom. Together with our team of expert business professionals and analysts, we have succeeded in providing our clients high-end facilities, ranging from company formation and registration to accessories in company management and maintenance.

All of the information contained on this web site is not meant to be advice, nor should it be followed. The information on this site pertains to U.K. law only and is offered as a public service. It is not intended to give legal advice about a specific legal problem, nor does it create an attorney-client relationship. We do not hold ourselves out as offering tax advice, although we do not hold ourselves out as experts in the laws of any foreign country.
What is an LLP? WHAT IS AN LLP?

It is an alternative corporate business vehicle that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership. The LLP is a separate legal entity and, while the LLP itself will be liable for the full extent of its assets, the liability of the members will be limited. The limited liability partnership is a separate legal entity with unlimited capacity so that an LLP can do anything that a natural person could do. It has the ability to enter into contracts and hold property, and will continue in existence in spite of any change in membership. While in law an LLP is separate from its members, its members may be liable to contribute to its assets if it is wound up; the extent of that potential liability is as specified in regulations under the Act. The LLP's existence as a separate legal entity makes it more closely akin to a company than to a partner ship (except insofar as the internal relations are governed by agreement between the members). The Act therefore draws on the principles embodied in the companies legislation. As an LLP is a body corporate, partnership law will not in general apply to an LLP. Elements of partnership law may, however, be applied to LLPs by regulations; such regulations will apply in the absence of agreement as to any matter concerning the mutual obligations of LLP members, or LLP members and the LLP. There is no legal requirement for the members of an LLP to enter into a written agreement regulating the relations between the members themselves and between the members and the LLP. It is, however, desirable to have such an agreement to avoid dispute.
What is the difference between a UK LLP and a Limited Company? WHAT IS THE DIFFERENCE BETWEEN A UK LLP AND A LIMITED COMPANY?

The main difference is that a limited liability partnership has the organisational flexibility of a partnership and is taxed as a partnership. In other respects it is very similar to a company.
Who can form a limited liability partnership? WHO CAN FORM A LIMITED LIABILITY PARTNERSHIP?

The Limited Liability Partnership Act 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. (In law, "person" includes individuals and companies.) However, limited liability partnerships are not available for all activities such as non profit making activities. A partnership, whether limited or not, may not normally consist of more than 20 persons.
Who are the members of a LLP? WHO ARE THE MEMBERS OF A LLP?

When a limited liability partnership is formed, the members are the people named on the incorporation document. At least two members must be appointed as "designated members". A limited liability partnership must have at least two members. If membership falls to only one member and the limited liability partnership continues to carry on business for more than 6 months, then the benefits of limited liability are lost.
Limited liability partnership members LIMITED LIABILITY PARTNERSHIP MEMBERS

The first members of an UK Limited Liability Partnership are those who signed the incorporation document. Subsequent to incorporation, any person may become a member of an LLP by agreement with the existing members. A person may cease to be a member by death, dissolution or in accordance with any agreement with the other members of the Limited Liability Partnership. Where there is no agreement a member may cease to be a member by giving reasonable notice to the other members. Members of a United Kingdom Limited Liability Partnership will not be regarded as employees of the entity unless, if they and the other members were partners in a partnership, they would be regarded as employees. Each member of an LLP is an agent of the Limited Liability Partnership. Each member may, there fore, represent and act on behalf of the LLP in all its business. An Limited Liability Partnership is not, however, bound by the actions of a member where that member has no authority to act for the LLP, and the person dealing with the member is aware of this or does not know or believe that the member was in fact a member of the Limited Liability Partnership. Transactions with a person who is no longer a member of an LLP are still valid transactions with the Limited Liability Partnership, unless the other party has been told that the person is no longer a member, or the Registrar has received a notice to that effect. Where a member of an LLP is liable to a person (other than another member of the Limited Liability Partnership) for a wrongful act or omission in the course of business of the LLP or with its authority, the Limited Liability Partnership will be liable to the same extent as the member.
What are the duties of a designated member? WHAT ARE THE DUTIES OF A DESIGNATED MEMBER?

Designated partner status is central to the legislation and should be followed carefully. A designated member is either an original member, or someone who is notified to the registrar as being a designated member subsequently. The limited liability partnership may give notice to the registrar that every partner, and future partner is, or shall be a designated member. However, a person ceases to be a designated member as soon as he stops being a partner. A designated member is responsible for certain administrative and filing duties and for the filing of accounts as well as other duties in particular circumstances. Designated members are responsible for carrying out certain duties including some of those that would normally be carried out by a company director or secretary. They include such things as: Signing the annual accounts; Filing the annual accounts and annual returns with Companies House; In the event of Insolvency proceedings, providing any statement setting out the affairs of the business i.e. assets, debts and liabilities.
What is the difference between a member and a designated member? WHAT IS THE DIFFERENCE BETWEEN A MEMBER AND A DESIGNATED MEMBER?

Every limited liability partnership MUST have at least TWO, formally appointed, designated members at all times. If there are fewer than two designated members then every member is deemed to be a designated member. 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. However, the law also places extra responsibilities on designated members.
WHAT IS AN APOSTILLE? WHAT IS AN APOSTILLE?

An Apostille is a special seal applied by an authority to certify that a document is a true copy of an original. Apostilles are available in countries, which signed the Hague Convention Abolishing the Requirement of Legalization of Foreign Public Documents, popularly known as The Hague Convention. This convention, created in 1961, replaces the time consuming chain certification process used so far, where you had to go to four different authorities to get a document certified. Purpose: The Hague convention abolishes the requirement of diplomatic and consular legalization for public documents originating in one Convention country and intended for use in another. Documents issued in a Convention country which have been certified by a Convention apostille are entitled to recognition in any other Convention country without any further authentication. Such recognition is an obligation on the part of any country in the convention to the other countries party to the Convention and the federal courts and state authorities have been alerted to this obligation. Consular officers in Convention countries are prohibited from placing a certification over the Convention apostille. Convention Apostille Certificate: If you have a document which you want legalized for use in another Convention country, the Convention certification called an apostille must be affixed to the document by a competent authority. The apostille is a pre-printed form prescribed by the Convention.
What is a Seal? WHAT IS A SEAL?

A company seal may be required for certain documents, although the impression of a seal on some documents looks impressive.
Online Payment Options ONLINE PAYMENT OPTIONS.

We offer you the easiest and the most convenient way of making payments at any time of the day. Due to credit card fraud we now must verify billing address information before charging your credit card. If your shipping address is different than your credit card billing address, please provide this information in the proper place on the Order Form. This is for your protection and to assist us in verifying your credit card has not been stolen.

TIP! Provide a billing address if you are shipping somewhere else. The billing address must match what your bank has on file for the street and zip code. If it doesn't, we receive a "No Match" message and have to email you for this information causing a delay in the shipment of your order.

TIP! If you have moved in the last year we recommend calling your issuing bank and asking them what they have on file for online address verification. This could be different than your actual physical address. Make sure the Credit Card name is the Cardholder's Name and matches the billing address. Also, some banks do not subscribe to address verification. This problem gives us an "Address Match Unavailable". We are unable to process these cards.

First Option: You could complete and fax back to us the credit card authorization form along with legible copies of your credit card and personal identification (i.e. passport, driver's license)

Second Option: Personal, Business, or certified check are acceptable forms of payment. Wire Transfer: Contact us with your order number to inquire about this payment option.


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All of the information contained on this web site is not meant to be advice, nor should it be followed. It is not intended to give legal advice about a specific legal problem, nor does it create an attorney-client relationship. Due to the importance of the individual facts of every case, the generalizations we make may not necessarily be applicable to any particular case. Changes in the law could at any time make parts of this web site obsolete. Coddan does not represent nor warrant the accuracy of any of the information contained herein, nor should it be relied upon.
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