Legal entity

• Not a separate legal entity.

• Not a separate legal person.

• The business is a separate entity distinct from its members.

Registered office address

• Not required to provide a registered office address.

• Must provide a registered office within the UK.*

• Must provide a registered office within the UK.*

Confirmation statements

• Not required to file annual confirmation statements.

• Required to file annual confirmation statements.*

• Required to file annual confirmation statements.*

Liability

• All partners have unlimited liability.

• General partners have unlimited liability, and limited partners have liability restricted to their investments.

• Partners liability is limited to the amount invested in the business.

Formation

• There is no formal requirement for partnerships under the Partnership Act 1890 to register.

• However, partners are encouraged to work with a partnership agreement.

• It is registered under Limited Partnerships Act 1907

• Requires at least one general partner and must have at least one limited partner.

• To register, you must send us an application for registration (form LP5) or a form LP5(s)if registering the LP in Scotland, signed by all the partners.

• It is registered under the Limited Liability Partnerships Act 2000.

• Choose a unique name according to Companies House company naming rules.

• Compete form LL IN01and submit it to Companies House with the required fee.

• You can also form your limited liability partnership online for just £24.99.

• Must register at least two designated members appointed during registration to perform functions similar to an LTD director.

Management & decision making

• All partners participate and share complete management control with unlimited financial liability.

• General partner(s) manage the business and are personally liable, while limited partners cannot participate in management without risking their limited liability.

• All partners participate in decision-making with limited liability protection.

Capital contribution

• No specific capital contribution requirements since all members are jointly liable for partnership obligations.

• Liability of the limited members is limited to their capital contribution.

• No specific capital contribution requirements since all members have unlimited liability.

Taxation

• Tax transparency for income and capital gains – Profits are taxed as income of the respective partners.

• Though the entity itself does not pay taxes, the nominated partner is responsible for filing the Partnership Tax Return to HMRC.

• Tax transparency for income and capital gains – Profits are taxed as income of the respective partners.

• Though the entity itself does not pay taxes, the nominated partner is responsible for filing the Partnership Tax Return to HMRC.

• Tax transparency for income and capital gains.

• Members of limited liability partnerships pay tax on income through self-assessment.

• Though the entity itself does not pay taxes, the nominated partner is responsible for filing the Partnership Tax Return to HMRC.

Perpetual succession (Continuity)

• No perpetual succession. If a partner dies, becomes bankrupt, or exits, the remaining partners may be required to draw up a new agreement.

• No perpetual succession. If a partner dies, becomes bankrupt, or exits, the remaining partners may be required to draw up a new agreement.

• It is a body corporate with perpetual succession. If a partner dies, becomes bankrupt, or exits, the remaining partners are not necessarily required to draw up a new agreement.

Registers

• Not required

• Not required

• Register of members and persons with significant control (PSCs).

Procedures for dissolution

• If a new partnership is admitted, the enterprise becomes a partnership at will, which can be dissolved any time one of the partners serves notice to the other. Unless the partnership agreement provides the procedure for retirement and expulsion of partners.

• The partnership can be dissolved if any partner exits.

• Dissolution by a court order.

• Unless the limited partnership is for a fixed period, a general partner serving notice to exit automatically dissolves the partnership

• By a winding up process to settle debts.

• By a court order.

• According to the terms of a partnership agreement.

• Voluntary winding up after the partners pass a resolution.

• Voluntary strike off

• By a court order.