APGI UK Limited Liability Company
UK Offshore Company Incorporation
From US$100.00
APGI offers two types of UK company incorporations. We offer a quick and easy incorporation which all documents are forwarded to you electronically which takes about 24-48 hours as well as more detailed incorporations which may take from 7-10 days. For those of you who decide to incorporate in the UK you will have the major advantage of opening the doors to the EU. UK companies are relatively inexpensive and easy to manage and they allow clients to open bank accounts as well as merchant accounts in the EU with ease. Because of a strong economical and political background in the UK, UK companies are revered as stable and professional entities and welcomed in many jurisdictions around the world. If you are just getting started in business or want to go global a UK company may be the perfect choice for your business.
UK Limited Liability Partnerships (LLP) Company Information
- Key Corporate Features
- UK Important Information
- UK LLP Information
- UK Compliance
- Incorporation Packages
Key Corporate Features
| General | |
|---|---|
| Type of entity: | LLP |
| Type of law: | Common |
| Shelf company availability: | Yes |
| Our time to establish a new company: | 1-8 days |
| Minimum government fees (excluding taxation): | Not applicable |
| Corporate taxation: | Fiscally Transparent |
| Double taxation treaty access: | Fiscally Transparent |
| Share capital or equivalent | |
| Standard currency: | Not applicable |
| Permitted currencies: | Not applicable |
| Minimum paid up: | £2 |
| Usual authorized: | Not applicable |
| Managers/Officers | |
| Minimum number: | None |
| Local required: | No |
| Publicly accessible records: | Yes |
| Location of meetings: | Anywhere |
| Members | |
| Minimum number : | Two (Designated) |
| Publicly accessible records | Yes |
| Location of meetings | Anywhere |
| Company Secretary | |
| Required: | Not applicable |
| Local or qualified: | Not applicable |
| Accounts | |
| Requirement to prepare: | Yes |
| Audit requirements: | Yes but small company exemptions |
| Requirement to file accounts: | Yes |
| Publicly accessible accounts: | Yes |
| Other | |
| Requirement to file annual return: | Yes |
| Change in domicile permitted: | |
Important Information
UK LLPs provided by APGI must be formed with a view to making profit and for the purpose of undertaking the international trade of goods or services either as principal or agent or for the provision of consultancy or related services. Generally UK LLPs established by APGI have pre-prepared operating agreements which preclude UK resident members, the undertaking of business in the UK, the ownership of property or shares and the sale of membership interests within the UK.
For clients wishing to establish a UK LLP for the purposes of conducting business in the UK are requested to contact a consultant at our London office.
LLP Information
Principal and Corporate Legislation
Limited Liability Partnership Act 2000. The Income and Corporation Taxes Act 1988 (as amended).
Introduction
A limited liability partnership is a form of legal business entity with limited liability. The main features of limited liability partnerships are that they have organizational flexibility but are taxed as partnerships. In many other respects they are very similar to companies. The Limited Liability Partnership Act 2000 generally allows two or more persons carrying on a lawful business with a view to profit to form a limited liability partnership by subscribing to its incorporation document - Form LLP 2. (In law, 'person' includes individuals and companies.) However, limited liability partnerships are not available for all activities such as non profit making activities.
Designated Members
Every limited liability partnership must at all times have at least two, formally appointed, designated members. (Designated members are analogous to the executive directors and the company secretary of a company). The 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 changes to the registered office address or name of the limited liability partnership;
- preparing, signing and delivering to the registrar an annual return (Form LLP363);
- acting on behalf of the limited liability partnership if it is wound up or dissolved.
Designated members are liable in law for failing to carry out these legal responsibilities. If there are fewer than two designated members then every member is deemed to be a designated member. (The limited liability partnership may have decided that all members will be designated members or that only some members will be designated). With the agreement of the other members, a member may become a designated member at any time. Designated members enjoy the same rights and owe the same 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 additional responsibilities on designated members.
Members
There can be an unlimited number of members.
Procedure to Incorporate
By submission of the Incorporation Document Form LLP2, together with the registration fee to the Registrar of Companies. The following are to be confirmed to the Registrar of Companies on registration of a limited liability partnership: the name of the limited liability partnership.
The address of the registered office
The names and addresses of each of the corporations or individuals who are the first members of the limited liability partnership on establishment. Where they are individuals their date of birth must also be confirmed.
The designated members must be confirmed. The designated members are persons responsible for the statutory compliance of the limited liability partnership and need to be a minimum of two, unless membership of the limited liability partnership drops to one person only.
A compliance statement signed by a solicitor or first member confirming that the limited liability partnership is being established to carry on lawful business with a view to profit.
Restrictions on Trading
Yes, for specified categories, which include banking, insurance, financial services, consumer credit related services and employment agencies.
Powers of LLP
A Limited Liability Partnership incorporated in the United Kingdom has the same powers as a natural person.
Language of Legislation and Corporate Documents
English.
Shelf LLPs Available
Yes.
Time to Incorporate
24-48 hours by electronic incorporation and 7-10 days by traditional incorporation.
Name Restrictions
Any name which is identical or too similar to an existing LLP or company; any name which would be considered offensive or suggests criminal activity; or any name that suggests the patronage of the Royal Family or the Government of the United Kingdom. Restricted names include the use of the following words:- assurance, bank, benevolent, building society, Chamber of Commerce, fund management, insurance, investment fund, loans, municipal, reassurance, reinsurance, savings, trust, trustees, university or their foreign language equivalents for which the approval of the Secretary of State is first required.
Language of Name
Whilst the name of company can be in any language, the documentation must be in English. Any name in a language other than English must be accompanied by a certified translation to ensure that the name is not restricted. However, if the company is incorporated in Wales, documentation in Welsh will be accepted.
Registered Office Required
Yes, must be maintained in the United Kingdom.
Names Requiring Consent or Licence
Banking and all financial services activities such as insurance.
Suffixes to Denote Limited Liability
Limited Liability Partnership or the relevant abbreviation.
Disclosure of Beneficial Ownership to Authorities
No.
Compliance
Capital
The minimum capital contribution is £ 2.
Taxation
The members exemption from UK tax is only applicable provided that no business or trade is carried out with or within the United Kingdom . The tax authorities in the United Kingdom have confirmed that the taxation base of a limited liability partnership will follow the procedure operated in the past for partnerships. The limited liability partnership itself will not be liable for taxation on profits or gains arising within the partnership, but the profits or gains will be assessed to tax separately on the individual partners. In order to remain this status a limited liability partnership must be a commercial venture operating with a view to profit that is not in liquidation.
Double Taxation Agreements
The United Kingdom is party to more double tax treaties than any other sovereign state. However, access to treaty benefits for UK LLPs is determined by the residence of members, consequently International UK LLPs established by APGI cannot benefit from UK treaty access.
Licence Fees
None.
Financial Statement Requirements
All UK LLPs are required to file accounts with the Registrar of Companies. Audited (rather than un-audited) accounts must be delivered to Companies House if the limited liability partnership falls into any of the following categories:
Category One
A parent limited liability partnership or subsidiary undertaking (unless dormant for the period during which it was a subsidiary) except where the group:
Qualifies as a small group or would qualify if all bodies corporate in the group were companies; and the turnover for the whole group is not more than £5.6 million net or £6.72 million gross; and the group's combined balance sheet total is not more than £2.8 million net or (£3.36 million gross).
Category Two
A member of a group in which any member is:
- a public company or body corporate which (not being a company) has power under its constitution to offer shares or debentures to the public;
- a banking or insurance company;
- an authorised person under the Financial Services Act 1986.
Category Three
An authorised person or appointed representative under the Financial Services Act 1986.
Category Four
A special register body or employers association under the Trade Union and Labour Relations (Consolidation) Act 1992.
The annual accounts must contain details of:
- Turnover; balance sheet signed by the designated members: an auditors' report signed by the auditor (if appropriate); notes to the accounts; and group accounts (if appropriate).
- Profit and loss for the year before members' remuneration/profit shares.
- Where the profit figure exceeds £200,000, the amount attributable to the member with the largest profit share.
- Aggregate capital or loans put in by members and aggregate amounts withdrawn during the year by members.
Incorporation Packages
| Package Name | Description | Price |
|---|---|---|
| Basic | This is for those who are able to complete a full registration and provide all the Director, Secretary and Shareholder details. You will receive a full set of electronic documents to enable you to commence trading immediately. | US$100.00 |
| Standard Package | You will receive all legal documentation required to form a fully trading company plus a hard copy Certificate of Incorporation. If you do not have Director, Secretary and Shareholder information to hand now then we will act in these roles for an interim period - you can transfer these positions at a later date with no extra cost. | US$175.00 |
| Premier Package | Extensive Company Formation Package. In addition to legal documentation you will also receive a Statutory Register, Company Seal and 6 bound copies of your Memorandum and Articles of Association. | US$275.00 |
| Professional Package | Made to order | From US$599.00 |
| Dormant Company | This is a complete company formation package, with the Memorandum and Articles emailed as a word document, and an Electronic (.pdf) Certificate of incorporation. This package is intended for companies that will never trade, and have been set up only to protect the name. | US$150.00 |