Limited Liability Partnership (LLP) Overview

Limited Liability Partnership (LLP) Overview

CLA Group helps our multi-national Clients register Limited Liability Partnerships (LLPs) in every country on the planet. The information below will help you understand the benefits of this entity:

What is an LLP?

  • An LLP is a hybrid of a Limited Liability Company (LLC) and a General Partnership (GP).
  • Partners enjoy limited liability but are taxed as individuals.
  • The LLP is legally tax-exempt from corporation tax; income tax is payable in the country of registration.
  • Instead of shareholders, there are partners.
  • Instead of directors, there are managers.
  • Instead of a Memorandum & Articles of Association (M&AA), there is a partnership agreement.

Advantages of an LLP

  • Some countries (e.g., UK, USA, Canada, Singapore) grant LLPs tax exemption on income, corporation tax, VAT, and GST.
  • Faster to register than an LLC in most jurisdictions.
  • Lower annual tax bill than an LLC, especially if directors' fees or dividends are involved.
  • LLCs often face double taxation; LLP profits are taxed only once at partner level.
  • Global LLPs can include corporate partners, ensuring confidentiality and additional limited liability.
  • Profits distributed according to the partnership agreement rather than share capital proportions.
  • Most jurisdictions do not require audited annual financial statements for LLPs.
  • Lower paid-up share capital requirements compared to LLCs.
  • Easy conversion to an LLC if required later.
  • Income is taxed at partners' personal rates, not at the corporate level.

Disadvantages of an LLP

  • LLCs in some countries (e.g., Singapore, Ireland) enjoy better tax exemption brackets.
  • In certain jurisdictions, LLP tax bills can be higher than LLCs if directors' fees or dividends are not used.
  • Raising private equity or venture capital is often easier with an LLC.

Detailed Comparison Table: LLC vs LLP vs Company Limited by Guarantee

Features LLP LLC Company Limited by Guarantee
Suitable for international trading of goods?YesYesNo
Suitable for manufacturing?NoYesNo
Suitable for professional consulting services?YesYesNo
Separate legal entity from its owners?YesYesYes
Owners enjoy limited liability?YesYesYes
Corporate Income tax payable?NoYesYes
Must file annual financial statements?YesYesYes
Independent statutory annual audit required?NoYesYes
Must file a legal annual return?NoYesYes
Level of paid-up share capitalLowHighN/A
Stamp duty payable on transfer of ownership?NoYesNo
Can raise capital through shares?NoYesNo
Can act as a holding company?YesYesNo
Company secretary required?NoYesYes
Minimum number of partners/shareholders?211
Can have corporate partners/shareholders?YesYesYes
Annual directors' fees can be paid?NoYesYes
Regulated by the local Registrar of Companies?YesYesYes
Access to double taxation treaties?YesYesNo
Public register of partners/shareholders?YesYesYes
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For more info on UK company registration, please contact our expert directly:

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Mr. Petar Chakarov
Senior Manager, Sales & Business Development