England and Wales LP or Northern Ireland LP

  • LP – is a Limited Partnership, incorporated in England and Wales or Northern Ireland by at least one “general partner” and one “limited partner”.
    General and limited partners have different responsibilities and levels of liability for any debts the business can’t pay. All partners pay tax on their share of profits.

    • General partner is liable for any debts the business can’t pay, controls and manages the business, makes irreversible decisions for the business;• Limited partner only contributes an amount of money or property to the business. Limited Partner can not manage the business and is only liable for debts up to the contributed amount; 
    There is a difference between LPs registered in England and Wales and those registered in Scotland (LP). LP has a separate legal personality from its partners. This means that a Scottish LP can raise legal actions, be sued in its own name and own property in its own name.
    In addition, as an entity with separate legal personality, a Scottish LP is likely to be treated in certain jurisdictions as a foreign entity distinct from its partners, which could bring tax benefits, which are not available to LPs incorporated in other jurisdictions.

    One big technical advantage of LPs registered in England and Wales or Northern Ireland is that such LPs do not have to submit information about their beneficial owners to Companies House. Also LPs do not need to send accounts to Companies House. 

  • Partnership Name

    • Can't be exactly the same as another registered company’s name;• Must end with LP• Can’t contain “sensitive ” words unless you get permission. For example, «Trust», «Bank», «Fund», «Dentist», «Royal» and others.

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  • Directors

    • Directors are not appointed in LP. General Partner performs all administrative and representative duties similar to what Directors do in ordinary companies.

  • Secretary

    • Not appointed.

  • Registered Office Address

    • Every LP must have a Registered Office address in England, Wales or Northern Ireland. It must be a physical location at which official documents can be served. 

  • Person with Significant Control

    NO REQUIREMENT to record and submit details of PSC/RLE to Companies House

  • Annual Requirements

    • There is no requirement to submit Confirmation Statements to Companies House. There is no requirement to submit financial accounts to Companies House.
    • LP needs to submit Partnership Tax Return to HMRC annually.
    • General Partner is responsible for submission of Tax Return to HMRC.
    • Under certain circumstances and after proper notification to HMRC, LP does not need to submit tax return to HMRC. Provided that:
    • LP is not working and/or controlled in the UK;
    • LP does not have any property in the UK;
    • Members of LP are non residents in the UK;
    • LP does not receive any profit from UK sources, etc.
    • Relief from submission of tax returns should be properly confirmed by HMRC, thus we recommend you to take an advice from tax advisor or accountant.
    • LP that is not relieved from tax returns should submit their tax returns to HMRC on annual basis. Financial year for LPs is the same as for individuals – from 06 April till 05 April of the next year;
    • Accounting period cannot be shortened or extended.
    • LP must deliver its tax return no later than 31st October each year.

  • Taxation

    • The key advantage of LP is that it is not taxed as a company and thus is not subject to UK Corporation tax. Each member of LP is taxed separately on its income received from LP in the country of its tax residence. Thereby if LP is not controlled from the UK and does not receive any profit from the UK sources and its members are not residents in the UK, neither LP nor its members are subject to UK taxation. If, however, LP receives profit from the UK sources, its members (even not residents) must register with HMRC and declare income received from LP, from UK sources and to pay taxes on such income.

  • Public Information

    Information about LPs is partially open for public in the UK. It is possible to have information about names of Partners. However, such information as addresses of Partners and their contribution to LP’s capital is not open for public. As there is no requirement to submit financial accounts – such documents are not available for public. 

  • Confidentiality

    Information about beneficial owner of the company can be protected if you use offshore companies as Partners or use Nominee Partners.