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? | Yes | Yes | No |
| Suitable for manufacturing? | No | Yes | No |
| Suitable for professional consulting services? | Yes | Yes | No |
| Separate legal entity from its owners? | Yes | Yes | Yes |
| Owners enjoy limited liability? | Yes | Yes | Yes |
| Corporate Income tax payable? | No | Yes | Yes |
| Must file annual financial statements? | Yes | Yes | Yes |
| Independent statutory annual audit required? | No | Yes | Yes |
| Must file a legal annual return? | No | Yes | Yes |
| Level of paid-up share capital | Low | High | N/A |
| Stamp duty payable on transfer of ownership? | No | Yes | No |
| Can raise capital through shares? | No | Yes | No |
| Can act as a holding company? | Yes | Yes | No |
| Company secretary required? | No | Yes | Yes |
| Minimum number of partners/shareholders? | 2 | 1 | 1 |
| Can have corporate partners/shareholders? | Yes | Yes | Yes |
| Annual directors' fees can be paid? | No | Yes | Yes |
| Regulated by the local Registrar of Companies? | Yes | Yes | Yes |
| Access to double taxation treaties? | Yes | Yes | No |
| Public register of partners/shareholders? | Yes | Yes | Yes |
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CLA Group has the solution to help you grow.
CLA Group has the solution to help you grow.
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