Corporate and Commercial

Setting up an LLP

Corporate and commercial legal advice

An LLP offers flexibility and limited liability but setting one up requires careful planning – covering agreements, compliance, tax, and governance – to avoid disputes and ensure a structure that supports long-term success.

Choosing the right business structure is a critical decision. For many professional partnerships, a Limited Liability Partnership (LLP) offers the ideal balance, combining the flexibility of a traditional partnership with the protection of limited liability.

What is an LLP?

An LLP is a legal structure that allows partners to manage the business collaboratively while limiting personal liability for business debts. It’s widely used by professional services firms and businesses that value partnership-style management but want to safeguard individual assets.

Why consider an LLP?

An LLP can provide:

  • Limited liability: Partners are protected from personal liability for business debts
  • Flexibility: Profit-sharing and management arrangements can be tailored to your needs
  • Tax transparency: Profits are taxed at partner level, not at entity level
  • Credibility: A formal structure that inspires confidence with clients and investors.

Key considerations when setting up an LLP

  • Partnership agreement: Define roles, profit-sharing, decision-making, and exit terms clearly to avoid disputes
  • Regulatory compliance: Register with Companies House and meet ongoing filing and disclosure obligations
  • Tax treatment: LLPs are tax transparent; partners are taxed individually, so plan for personal and business tax implications
  • Liability protection: While liability is limited, partners may still be personally liable for negligence or wrongful acts
  • Capital contributions: Agree upfront on investments and profit distribution.
  • Management structure: Clarify responsibilities and authority to ensure smooth operations
  • Exit strategy: Plan for partner departures or dissolution to protect business continuity.

How can we support you?

Our corporate and partnership specialists provide clear, pragmatic advice at every stage:

  • Formation and registration: Handle all filings with Companies House
  • Drafting partnership agreements: Tailored to your business goals and risk profile
  • Compliance advice: Collaborate with tax advisers to optimise efficiency
  • Employment and HR support: Ensure compliance when hiring staff
  • Ongoing governance: Maintain good corporate practices and meet annual obligations.

We also advise on partner appointments, exits, disputes, team moves, and regulatory compliance, giving you complete support throughout the lifecycle of your LLP.

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Liz Barton

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Hannah Mathews

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Partner

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