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Limited Liability Partnerships Act 2000 in Northern Ireland

2000 c. 12 · Enacted 20 July 2000 · Extends to United Kingdom

Up to date with all changes known to legislation.gov.uk, revised to 18 November 2025.

An Act to make provision for limited liability partnerships.

[20th July 2000]

Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—C1

Annotations to the whole text

Modifications

C1

Act extended (Northern Ireland) (1.10.2009) by Companies Act 2006 (c. 46), ss. 1286(1), 1300(2); S.I. 2008/2860, art. 3(z) (with arts. 7, 8, Sch. 2 para. 1)

Contents

  1. 1Limited liability partnerships.
  2. 4Members.
  3. 4AMinimum membership for carrying on business
  4. 5Relationship of members etc.
  5. 6Members as agents.
  6. Taxation
  7. 10Income tax and chargeable gains.
  8. 11Inheritance tax.
  9. 12Stamp duty.
  10. 13Class 4 national insurance contributions.
  11. 15Application of company law etc.
  12. Supplementary
  13. 19Commencement, extent and short title.
  14. Schedule: Names ...
  15. Part I: Names
  16. Index of names
  17. Name to indicate status
  18. 2Paragraph 2
  19. Registration of names
  20. Change of name
  21. Notification of change of name
  22. Registration of a change of name
  23. 5AParagraph 5A
  24. Effect of change of name
  25. 6Paragraph 6
  26. Improper use of “limited liability partnership” etc.
  27. 7Paragraph 7
  28. Similarity of names
  29. Situation of registered office Repealed
  30. 9Paragraph 9 Repealed
  31. Change of registered office Repealed
  32. 10Paragraph 10 Repealed

1Limited liability partnerships.

(1)

There shall be a new form of legal entity to be known as a limited liability partnership.

(2)

A limited liability partnership is a body corporate (with legal personality separate from that of its members) which is formed by being incorporated under this Act; and—

(a)

in the following provisions of this Act (except in the phrase “oversea limited liability partnership”), and

(b)

in any other enactment (except where provision is made to the contrary or the context otherwise requires),

references to a limited liability partnership are to such a body corporate.

(3)

A limited liability partnership has unlimited capacity.

(4)

The members of a limited liability partnership have such liability to contribute to its assets in the event of its being wound up as is provided for by virtue of this Act.

(5)

Accordingly, except as far as otherwise provided by this Act or any other enactment, the law relating to partnerships does not apply to a limited liability partnership.

(6)

The Schedule (which makes provision about the names and registered offices of limited liability partnerships) has effect.

4Members.

(1)

On the incorporation of a limited liability partnership its members are the persons who subscribed their names to the incorporation document (other than any who have died or been dissolved).

(2)

Any other person may become a member of a limited liability partnership by and in accordance with an agreement with the existing members.

F1(2A)

Subsections (1) and (2) are subject to section 159A(1) of the Companies Act 2006, as applied to limited liability partnerships by regulation 17ZC of the 2009 Regulations.

(3)

A person may cease to be a member of a limited liability partnership (as well as by death or dissolution) in accordance with an agreement with the other members or, in the absence of agreement with the other members as to cessation of membership, by giving reasonable notice to the other members.

C1C2(4)

A member of a limited liability partnership shall not be regarded for any purpose as employed by the limited liability partnership unless, if he and the other members were partners in a partnership, he would be regarded for that purpose as employed by the partnership.

4AMinimum membership for carrying on businessF1

(1)

This section applies where a limited liability partnership carries on business without having at least two members, and does so for more than 6 months.

(2)

A person who, for the whole or any part of the period that it so carries on business after those 6 months—

(a)

is a member of the limited liability partnership, and

(b)

knows that it is carrying on business with only one member,

is liable (jointly and severally with the limited liability partnership) for the payment of the limited liability partnership’s debts contracted during the period or, as the case may be, that part of it.

5Relationship of members etc.

(1)

Except as far as otherwise provided by this Act or any other enactment, the mutual rights and duties of the members of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its members, shall be governed—

(a)

by agreement between the members, or between the limited liability partnership and its members, or

(b)

in the absence of agreement as to any matter, by any provision made in relation to that matter by regulations under section 15(c).

(2)

An agreement made before the incorporation of a limited liability partnership between the persons who subscribe their names to the incorporation document may impose obligations on the limited liability partnership (to take effect at any time after its incorporation).

6Members as agents.

(1)

Every member of a limited liability partnership is the agent of the limited liability partnership.

(2)

But a limited liability partnership is not bound by anything done by a member in dealing with a person if—

(a)

the member in fact has no authority to act for the limited liability partnership by doing that thing, and

(b)

the person knows that he has no authority or does not know or believe him to be a member of the limited liability partnership.

(3)

Where a person has ceased to be a member of a limited liability partnership, the former member is to be regarded (in relation to any person dealing with the limited liability partnership) as still being a member of the limited liability partnership unless—

(a)

the person has notice that the former member has ceased to be a member of the limited liability partnership, or

(b)

notice that the former member has ceased to be a member of the limited liability partnership has been delivered to the registrar.

(4)

Where a member of a limited liability partnership is liable to any person (other than another member of the limited liability partnership) as a result of a wrongful act or omission of his in the course of the business of the limited liability partnership or with its authority, the limited liability partnership is liable to the same extent as the member.

10Income tax and chargeable gains.

F1(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2(2)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)

In the M1Taxation of Chargeable Gains Act 1992, after section 59 insert—

“ Limited liability partnerships.

59A
(1)

Where a limited liability partnership carries on a trade or business with a view to profit—

(a)

assets held by the limited liability partnership shall be treated for the purposes of tax in respect of chargeable gains as held by its members as partners, and

(b)

any dealings by the limited liability partnership shall be treated for those purposes as dealings by its members in partnership (and not by the limited liability partnership as such),

and tax in respect of chargeable gains accruing to the members of the limited liability partnership on the disposal of any of its assets shall be assessed and charged on them separately.

(2)

Where subsection (1) ceases to apply in relation to a limited liability partnership with the effect that tax is assessed and charged—

(a)

on the limited liability partnership (as a company) in respect of chargeable gains accruing on the disposal of any of its assets, and

(b)

on the members in respect of chargeable gains accruing on the disposal of any of their capital interests in the limited liability partnership,

it shall be assessed and charged on the limited liability partnership as if subsection (1) had never applied in relation to it.

(3)

Neither the commencement of the application of subsection (1) nor the cessation of its application in relation to a limited liability partnership is to be taken as giving rise to the disposal of any assets by it or any of its members.”

(4)

After section 156 of that Act insert—

“ Cessation of trade by limited liability partnership.

156A
(1)

Where, immediately before the time of cessation of trade, a member of a limited liability partnership holds an asset, or an interest in an asset, acquired by him for a consideration treated as reduced under section 152 or 153, he shall be treated as if a chargeable gain equal to the amount of the reduction accrued to him immediately before that time.

(2)

Where, as a result of section 154(2), a chargeable gain on the disposal of an asset, or an interest in an asset, by a member of a limited liability partnership has not accrued before the time of cessation of trade, the member shall be treated as if the chargeable gain accrued immediately before that time.

(3)

In this section “the time of cessation of trade”, in relation to a limited liability partnership, means the time when section 59A(1) ceases to apply in relation to the limited liability partnership.”

11Inheritance tax.

In the M1Inheritance Tax Act 1984, after section 267 insert—

“ Limited liability partnerships.

267A

For the purposes of this Act and any other enactments relating to inheritance tax—

(a)

property to which a limited liability partnership is entitled, or which it occupies or uses, shall be treated as property to which its members are entitled, or which they occupy or use, as partners,

(b)

any business carried on by a limited liability partnership shall be treated as carried on in partnership by its members,

(c)

incorporation, change in membership or dissolution of a limited liability partnership shall be treated as formation, alteration or dissolution of a partnership, and

(d)

any transfer of value made by or to a limited liability partnership shall be treated as made by or to its members in partnership (and not by or to the limited liability partnership as such).”

12Stamp duty.

(1)

Stamp duty shall not be chargeable on an instrument by which property is conveyed or transferred by a person to a limited liability partnership in connection with its incorporation within the period of one year beginning with the date of incorporation if the following two conditions are satisfied.

(2)

The first condition is that at the relevant time the person—

(a)

is a partner in a partnership comprised of all the persons who are or are to be members of the limited liability partnership (and no-one else), or

(b)

holds the property conveyed or transferred as nominee or bare trustee for one or more of the partners in such a partnership.

(3)

The second condition is that—

(a)

the proportions of the property conveyed or transferred to which the persons mentioned in subsection (2)(a) are entitled immediately after the conveyance or transfer are the same as those to which they were entitled at the relevant time, or

(b)

none of the differences in those proportions has arisen as part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to any duty or tax.

(4)

For the purposes of subsection (2) a person holds property as bare trustee for a partner if the partner has the exclusive right (subject only to satisfying any outstanding charge, lien or other right of the trustee to resort to the property for payment of duty, taxes, costs or other outgoings) to direct how the property shall be dealt with.

(5)

In this section “the relevant time” means—

(a)

if the person who conveyed or transferred the property to the limited liability partnership acquired the property after its incorporation, immediately after he acquired the property, and

(b)

in any other case, immediately before its incorporation.

(6)

An instrument in respect of which stamp duty is not chargeable by virtue of subsection (1) shall not be taken to be duly stamped unless—

(a)

it has, in accordance with section 12 of the M1Stamp Act 1891, been stamped with a particular stamp denoting that it is not chargeable with any duty or that it is duly stamped, or

(b)

it is stamped with the duty to which it would be liable apart from that subsection.

13Class 4 national insurance contributions.

In section 15 of the M1Social Security Contributions and Benefits Act 1992 and section 15 of the M2Social Security Contributions and Benefits (Northern Ireland) Act 1992 (Class 4 contributions), after subsection (3) insert—

“(3A)

Where income tax is (or would be) charged on a member of a limited liability partnership in respect of profits or gains arising from the carrying on of a trade or profession by the limited liability partnership, Class 4 contributions shall be payable by him if they would be payable were the trade or profession carried on in partnership by the members.”

15Application of company law etc.

Regulations may make provision about limited liability partnerships and oversea limited liability partnerships (not being provision about insolvency or winding up) by—

(a)

applying or incorporating, with such modifications as appear appropriate, any law relating to companies or other corporations which would not otherwise have effect in relation to them,

(b)

providing for any law relating to companies or other corporations which would otherwise have effect in relation to them not to apply to them or to apply to them with such modifications as appear appropriate, or

(c)

applying or incorporating, with such modifications as appear appropriate, any law relating to partnerships.

19Commencement, extent and short title.

P1(1)

The preceding provisions of this Act shall come into force on such day as the Secretary of State may by order made by statutory instrument appoint; and different days may be appointed for different purposes.

(2)

The Secretary of State may by order made by statutory instrument make any transitional provisions and savings which appear appropriate in connection with the coming into force of any provision of this Act.

(3)

For the purposes of the M1Scotland Act 1998 this Act shall be taken to be a pre-commencement enactment within the meaning of that Act.

F1(4)

This Act extends to the whole of the United Kingdom.

(5)

This Act may be cited as the Limited Liability Partnerships Act 2000.

2

(1)

The name of a limited liability partnership must end with—

(a)

the expression “limited liability partnership”, or

(b)

the abbreviation “llp” or “LLP”.

(2)

But if the incorporation document for a limited liability partnership states that the registered office is to be situated in Wales, its name must end with—

(a)

one of the expressions “limited liability partnership” and “partneriaeth atebolrwydd cyfyngedig”, or

(b)

one of the abbreviations “llp”, “LLP”, “pac” and “PAC”.

5AF1

(1)

This paragraph applies where—

(a)

the registrar receives notice of a change of name of a limited liability partnership and the new name is one by which a limited liability partnership may be registered, or

(b)

the registrar determines a new name for a limited liability partnership under a provision mentioned in paragraph 4(2)(ba).

(2)

The registrar shall—

(a)

enter the new name on the register in place of the former name, and

(b)

issue a certificate of the change of name.

(3)

The change of name has effect from the date on which the certificate is issued.

6

A change of name by a limited liability partnership does not—

(a)

affect any of its rights or duties,

(b)

render defective any legal proceedings by or against it,

and any legal proceedings that might have been commenced or continued against it by its former name may be commenced or continued against it by its new name.

7

(1)

If any person carries on a business under a name or title which includes as the last words—

(a)

the expression “limited liability partnership” or “partneriaeth atebolrwydd cyfyngedig”, or

(b)

any contraction or imitation of either of those expressions,

that person, unless a limited liability partnership or oversea limited liability partnership, commits an offence.

(2)

A person guilty of an offence under sub-paragraph (1) is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

9F1

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10F1

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