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What you need to disclose about your LLP

What you need to disclose about your LLP

Contents

Where must I display the name of my LLP?

Once your LLP has started business, you must display a sign with its registered name at:

  • the registered office;
  • any place where the LLP keeps its records for inspection; and
  • at any location at which the LLP carries out business (unless it's primarily used for living accommodation).

How must I display the sign with the LLP name?

You must display the sign:

  • in characters that can be easily read;
  • in such a way that visitors can easily see it;
  • so that it can be seen at any time, i.e. not only during business hours; and
  • continuously.

However, if 6 or more LLPs share the location, instead of having to display it continuously, each such LLP must only:

  • display its registered name for at least 15 continuous seconds at least once in every 3 minutes; or
  • ensure that its registered name is made available on a register if any visitor to that office, place or location wants to see it.

How must I display the LLP name in communications?

You must include your LLP's registered name in all forms of business correspondence and documents, including:

  • Business emails
  • Any applications for licences to carry on business
  • Business letters, notices and other official publications
  • Cheques purporting to be signed by or on behalf of the LLP
  • Bills of exchange, promissory notes, endorsements and order forms
  • Invoices and other demands for payment, receipts and letters of credit
  • Orders for money, goods or services purporting to be signed by or on behalf of the LLP

These rules apply whether the communications are on paper or in electronic format.

Do I have to display my LLP's name on my website?

Every LLP must display its registered name on its websites. You don't need to include the LLP name on every page, but it must be displayed so it can be easily read.

What additional information should I disclose?

On all your LLP's business letters, order forms and websites, you must display:

  • the LLP's registered number
  • the address of the LLP's registered office
  • the part of the UK in which the LLP has its registered office (e.g. England and Wales)
  • if the LLP's name ends in 'LLP' or 'llp' or a permitted alternative abbreviation, the fact that it is an LLP
  • names of all the LLP members.

What information must the LLP provide?

Anyone that you do business with may write to you asking for details of the business, including the:

  • address of the registered office;
  • address of any place of inspection; and
  • type of LLP records kept at the registered office or inspection place.

If so, you must provide this information in writing within 5 working days.

Do I have to display the names of all the LLP members?

Information which you must disclose

You must disclose the name of each LLP member on all business letters that include any member's name other than in the text of the letter or as a signatory.

There is an exemption for large LLPs i.e. with over 20 members. These do not need to include the names of all the members in business documents as long as

  • the LLP keeps a list of the names of all the members at its principal place of business, and
  • the document legibly states the principal place of business of the LLP, and that the list of all the members may be inspected there.

Consequences of non-disclosure

Failure to comply with these disclosure requirements is a criminal offence that is punishable by a fine. The LLP could also be barred from making a claim if it is based on a contract they made with anyone who suffered financial loss as a result of their non-disclosure.

Register of Persons with Significant Control

All LLPs are required to keep a register of Persons with Significant Control (PSCs), i.e. of the people who control the decision making of the LLP.

A PSC in relation to an LLP is a person who meets one or more of the following conditions in relation to that LLP:

1. Directly or indirectly holds the right to share in more than 25% of the surplus assets on winding up

2. Directly or indirectly has more than 25% of the voting rights on matters decided by the members

3. Directly or indirectly holds the right to appoint and remove a majority of those entitled to take part in the LLP's management

4. Has the right to exercise or actually exercises significant influence or control over the LLP (this is only relevant if none of the above conditions are satisfied).

5. Has the right to exercise or actually exercises significant influence or control over a trust or firm that is not a legal entity but which would satisfy any of the above 4 conditions.

The PSC register must state the following details in respect of the persons with significant control:

1. Name

2. Service address

3. Country or part of the UK where they have their usual residence

4. Nationality

5. Date of Birth

6. Usual residential address

7. Date on which the individual became registrable

8. Nature of the individual's control

9. Whether there are any restrictions on using or disclosing the individual's particulars.

If there is another legal entity that fulfils the requirements above (e.g. if the controlling vote is held by a company) and also is subject to requirements to have its own PSC register, that controlling company will be a Relevant Legal Entity (RLE). Its details must be included in the register:

1. Corporate or firm name

2. Registered or principal office

3. The legal form of the entity and the law governing it

4. If it is a company, the register of companies on which it is entered and registration number

5. The date on which it became registrable as having significant control

6. The nature of its control

Responsibilities relating to PSC registers

The LLP must make reasonable efforts to identify all the PSCs and obtain their details to be registered. Unless the LLP already has this information, it must send a notice to any person it is aware may be a PSC. The notice must require the person to state whether they are a PSC and provide their details. The LLP must also send a notice to a PSC if there is a change in the information registered, requiring them to provide details of the change.

Every person receiving such a notice must reply to the LLP disclosing the required information within a month. Any person who knows they are a PSC must also give the LLP the registrable details even if they don't receive a notice from the LLP asking them to do so. PSCs have an obligation to update the LLP if any of their details change.

The PSC register can be kept at the LLP's registered office or in a central register at Companies' House. LLPs must update their register within 14 (calendar) days of receiving information about a change and file that information with the Registrar of Companies within a further 14 days.

Consequences of non-compliance

It is a criminal offence for the LLP not to send notices to identify PSCs and not to obtain updated information from them if it is aware of a change. The LLP and its designated members could be fined or imprisoned.

The LLP could also be barred from making a claim if it is based on a contract they made with anyone who suffered financial loss as a result of their non-disclosure.

A PSC who fails to disclose the required information, or who intentionally or recklessly discloses misleading information could be fined or imprisoned.