You must have at least 2 'designated members' at all times - they have more responsibilities, eg keeping company accounts. You can have any number of ordinary members.
Making the LLP agreement
You should make a limited liability partnership (LLP) agreement with any other members as part of setting up your LLP. This document sets out how the LLP will be run, including:
- how profits are shared among members
- who needs to agree decisions
- members' responsibilities
- how members can join or leave the LLP
A solicitor can help you prepare an agreement or you can write your own.
Responsibilities of all members
Members must carry out their duties and meet their legal responsibilities set out in the LLP agreement.
Every member must register for Self Assessment with HM Revenue and Customs (HMRC).
Responsibilities of designated members
Designated members have more responsibilities than ordinary members and must:
- register the partnership for Self Assessment with HMRC
- register the partnership for VAT if you expect your business's sales to be more than £81,000 a year
- appoint an auditor if needed
- keep accounting records
- prepare, sign and send annual accounts to Companies House
- send an annual return to Companies House
Designated members must also:
- tell Companies House about any changes, eg to the registered name or address, or members
- act for the LLP if it's wound up and dissolved
Designated members can be prosecuted if they do not meet their legal obligations. The LLP can also be taken off the register.
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