14
Limited Liability Partnership Formation Request Please complete this form and return it: by email: [email protected] by fax: +44 (0) 113 224 5498 by post: Freepost RTHA-AGTA-EURC York Place, Elizabeth House 13-19 Queen Street, LEEDS LS1 2TW Details of Members must be added on a separate form. www.yorkplace.co.uk Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V 9DF Tel: 0113 224 5452 Fax: 0113 224 5498 DX: 26436 – Leeds Park Square Email: [email protected] York Place is a trading division of Stanley Davis Group Limited. Registered Office: One George Yard, London EC3V 9DF. Registered in England Company No. 2413680 IMPORTANT NOTES York Place electronically incorporates all LLPs. This reduces the incorporation period to 1–2 days. Note: all prices include VAT unless otherwise stated. If you need any guidance, please call the formations helpline on 0113 224 5452. YOUR DETAILS Name: Position: Firm (if applicable): Address: Tel: Mobile: Fax: Email: Note: we will not pass your details to any third party. Some services may require further information to comply with anti money laundering regulations. STEP 1 (a) Proposed LLP Name (Please list in order of priority) i) ii) iii) STEP 2 The Agreement The following information asks you to provide York Place with brief information to enable us to prepare a suitable agreement and identifies what is included in the York Place Model Agreement settled by counsel. i) (a) Do you have an existing agreement? Yes No (b) Do you require York Place to modify your existing agreement to reflect the LLP Act 2000 requirements? Yes No (c) Do you wish to use the York Place Model Agreement settled by counsel? Yes No If yes, to enable York Place to provide you with a completed agreement please provide the following: ii) Nature of Business In brief explain the business in which the LLP will be engaged. iii) Date of Agreement The Agreement will be effective on the date of incorporation of the LLP. Yes or please specify iv) Offices a. The registered office of the LLP will be at: b. The business of the LLP shall be carried on at: Please download this form and complete in Adobe Acrobat Term and Privacy By completing and returning this form you are taken to have accepted our viewed at: www.yorkplace.com/TermsAndConditions

Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

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Page 1: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

Limited Liability Partnership Formation RequestPlease complete this form and return it:

by email: [email protected]

by fax: +44 (0) 113 224 5498

by post: Freepost RTHA-AGTA-EURC York Place, Elizabeth House 13-19 Queen Street, LEEDS LS1 2TW

Details of Members must be added on a separate form.

www.yorkplace.co.uk

Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW ◆ London Office: One George Yard, London EC3V

9DF Tel: 0113 224 5452 ◆ Fax: 0113 224 5498 ◆ DX: 26436 – Leeds Park Square ◆ Email: [email protected]

York Place is a trading division of Stanley Davis Group Limited. Registered Office: One George Yard, London EC3V 9DF. Registered in England Company No. 2413680

IMPORTANT NOTES◆ York Place electronically incorporates all LLPs. This reduces

the incorporation period to 1–2 days.

Note: all prices include VAT unless otherwise stated.

If you need any guidance, please call the formations helpline on 0113 224 5452.

YOUR DETAILS

Name:

Position:

Firm (if applicable):

Address:

Tel:

Mobile:

Fax:

Email:

Note: we will not pass your details to any third party. Some services may require further information to comply with anti money laundering regulations.

STEP 1

(a) Proposed LLP Name (Please list in order of priority)

i)

ii)

iii)

STEP 2

The Agreement

The following information asks you to provide York Place with brief information to enable us to prepare a suitable agreement and identifies what is included in the York Place Model Agreement settled by counsel.

i) (a) Do you have an existing agreement? Yes No

(b) Do you require York Place to modifyyour existing agreement to reflect theLLP Act 2000 requirements? Yes No

(c) Do you wish to use the York PlaceModel Agreement settled by counsel? Yes No

If yes, to enable York Place to provide you with a completed agreement please provide the following:

ii) Nature of Business In brief explain the business in which the LLP will be engaged.

iii) Date of AgreementThe Agreement will be effective on the date of incorporation of the LLP.

Yes or please specify

iv) Officesa. The registered office of the LLP will be at:

b. The business of the LLP shall be carried on at:

Please download this form and complete in Adobe Acrobat

◆ Term and PrivacyBy completing and returning this form you are taken tohave accepted our viewed at:www.yorkplace.com/TermsAndConditions

Page 2: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

Limited Liability Partnership Formation RequestAll charges are inclusive of VAT unless otherwise stated

Optional Clauses:

Arbitration Unfair Predjudice Salaried Members

for any combination £36.00

STEP 3 - Company AppointmentsSee separate form.

STEP 4 - Optional Extras

First Members Meeting Minutes Service

This service is included within our LLP package and ensures that the statutory registers, and minutes are properly written up. If there are more than ten members an additional charge of £10 per member is incurred.

In addition to the information in respect of capital contributions and members details, the following can also be included in the minutes if required.

Year end:

Auditors (if applicable):

Domain Name Search

Domain name(s) required:

Domain Name Registration

Domain name(s) required:

Registration and maintainance of a UK domain name (e.g.co.uk) £27.60

Registration and maintainance of an International domain name (e.g.com)

from £36.00

Trade Mark Search

Same Name (UK and CTM) £72.00

Full (UK and CTM) £190.00

Proposed Trademark:

Related Product/Service:

(Refer to Trademark Request Form for more details on Trademarks generally).

Nameplate

Registered Office Nameplate and Mounting Board £25.00

LLP Seal

LLP Seal Handplier £36.00 Leverpress £48.00

Service Address for Members – (per member)

Please indicate your preferred location for your service address.

Leeds £72.00 London £84.00

Express Service

Incorporation on same day (subject to time of instructions and Companies House) £85.00

Lloyds Bank Account Cashback Offer

Bank account opening service with cashback as soon as account is opened. Select this option and you will be contacted by Lloyds. Cashback = £40.

Required information: Nature of business

Page 3: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

LLP Appointments Form

www.yorkplace.co.uk

Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW ◆ London Office: One George Yard, London EC3V 9DF Tel: 0113 224 5452 ◆ Fax: 0113 224 5498 ◆ DX: 26436 – Leeds Park Square ◆ Email:

[email protected]

York Place is a trading division of Stanley Davis Group Limited. Registered Office: One George Yard, London EC3V 9DF. Registered in England Company No. 2413680

Corporate Members only*

Note: If a member is a company, please insert details above of its representative

Corporate Name:

Place of Registration:

Legal Form:

Governing Law:

Consent to Act: The person whose name is entered below confirms that the above has consented to be a member of the LLP

Please enter the name of the person completing this form:

Name of Limited Liability Partnership

Member’s details

Title, eg Mr, Mrs etc

Forenames:

Surname:

Date of birth**:

Country of residence:

Former name: (Maiden name not needed)

Service address:

Use Registered Office

Residential address**:

Designated Member? (please tick)

Note: an LLP must have at least 2 designated members

Note: Please insert members shares below

Share of profits/losses %

Rights to capital on winding up %

Voting rights %

Personal authentication details (Choose any 3 items)

First 3 letters of town of birth:

First 3 letters of mother’s maiden name:

First 3 letters of father’s first forename:

Last 3 digits of telephone number:

Last 3 characters of NI number:

Last 3 digits of passport number:

Notes: *Notes re. corporate bodies – A corporate member needs a natural person to be its representative. Please enter the persons’surname, forename and personal authentication details on this form.

**For non-corporate directors only to complete

Page 4: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

LLP Appointments Form

www.yorkplace.co.uk

Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW ◆ London Office: One George Yard, London EC3V 9DF Tel: 0113 224 5452 ◆ Fax: 0113 224 5498 ◆ DX: 26436 – Leeds Park Square ◆ Email:

[email protected]

York Place is a trading division of Stanley Davis Group Limited. Registered Office: One George Yard, London EC3V 9DF. Registered in England Company No. 2413680

Corporate Members only*

Note: If a member is a company, please insert details above of its representative

Corporate Name:

Place of Registration:

Legal Form:

Governing Law:

Consent to Act: The person whose name is entered below confirms that the above has consented to be a member of the LLP

Please enter the name of the person completing this form:

Name of Limited Liability Partnership

Member’s details

Title, eg Mr, Mrs etc

Forenames:

Surname:

Date of birth**:

Country of residence:

Former name: (Maiden name not needed)

Service address:

Use Registered Office

Residential address**:

Designated Member? (please tick)

Note: an LLP must have at least 2 designated members

Note: Please insert members shares below

Share of profits/losses %

Rights to capital on winding up %

Voting rights %

Personal authentication details (Choose any 3 items)

First 3 letters of town of birth:

First 3 letters of mother’s maiden name:

First 3 letters of father’s first forename:

Last 3 digits of telephone number:

Last 3 characters of NI number:

Last 3 digits of passport number:

Notes: *Notes re. corporate bodies – A corporate member needs a natural person to be its representative. Please enter the persons’surname, forename and personal authentication details on this form.

**For non-corporate directors only to complete

Page 5: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

LLP Appointments Form

www.yorkplace.co.uk

Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW ◆ London Office: One George Yard, London EC3V 9DF Tel: 0113 224 5452 ◆ Fax: 0113 224 5498 ◆ DX: 26436 – Leeds Park Square ◆ Email:

[email protected]

York Place is a trading division of Stanley Davis Group Limited. Registered Office: One George Yard, London EC3V 9DF. Registered in England Company No. 2413680

Corporate Members only*

Note: If a member is a company, please insert details above of its representative

Corporate Name:

Place of Registration:

Legal Form:

Governing Law:

Consent to Act: The person whose name is entered below confirms that the above has consented to be a member of the LLP

Please enter the name of the person completing this form:

Name of Limited Liability Partnership

Member’s details

Title, eg Mr, Mrs etc

Forenames:

Surname:

Date of birth**:

Country of residence:

Former name: (Maiden name not needed)

Service address:

Use Registered Office

Residential address**:

Designated Member? (please tick)

Note: an LLP must have at least 2 designated members

Note: Please insert members shares below

Share of profits/losses %

Rights to capital on winding up %

Voting rights %

Personal authentication details (Choose any 3 items)

First 3 letters of town of birth:

First 3 letters of mother’s maiden name:

First 3 letters of father’s first forename:

Last 3 digits of telephone number:

Last 3 characters of NI number:

Last 3 digits of passport number:

Notes: *Notes re. corporate bodies – A corporate member needs a natural person to be its representative. Please enter the persons’surname, forename and personal authentication details on this form.

**For non-corporate directors only to complete

Page 6: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

LLP Appointments Form

www.yorkplace.co.uk

Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW ◆ London Office: One George Yard, London EC3V 9DF Tel: 0113 224 5452 ◆ Fax: 0113 224 5498 ◆ DX: 26436 – Leeds Park Square ◆ Email:

[email protected]

York Place is a trading division of Stanley Davis Group Limited. Registered Office: One George Yard, London EC3V 9DF. Registered in England Company No. 2413680

Corporate Members only*

Note: If a member is a company, please insert details above of its representative

Corporate Name:

Place of Registration:

Legal Form:

Governing Law:

Consent to Act: The person whose name is entered below confirms that the above has consented to be a member of the LLP

Please enter the name of the person completing this form:

Name of Limited Liability Partnership

Member’s details

Title, eg Mr, Mrs etc

Forenames:

Surname:

Date of birth**:

Country of residence:

Former name: (Maiden name not needed)

Service address:

Use Registered Office

Residential address**:

Designated Member? (please tick)

Note: an LLP must have at least 2 designated members

Note: Please insert members shares below

Share of profits/losses %

Rights to capital on winding up %

Voting rights %

Personal authentication details (Choose any 3 items)

First 3 letters of town of birth:

First 3 letters of mother’s maiden name:

First 3 letters of father’s first forename:

Last 3 digits of telephone number:

Last 3 characters of NI number:

Last 3 digits of passport number:

Notes: *Notes re. corporate bodies – A corporate member needs a natural person to be its representative. Please enter the persons’surname, forename and personal authentication details on this form.

**For non-corporate directors only to complete

Page 7: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

Person with Significant Control (PSC) – LLP

www.yorkplace.co.uk

Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW ◆ London Office: One George Yard, London EC3V 9DF Tel: 0113 224 5452 ◆ Fax: 0113 224 5498 ◆ DX: 26436 – Leeds Park Square ◆ Email:

[email protected]

York Place is a trading division of Stanley Davis Group Limited. Registered Office: One George Yard, London EC3V 9DF. Registered in England Company No. 2413680

Complete this section for an individual PSC

Title:

Surname:

Forename(s):

Date of Birth:

Service Address:

Use Registered Office

Residential Address:

Country, State or part of the UK where PSC usually lives:

Nationality:

Restrictions on disclosing PSC’s information:

Complete this section for a Corporate Relevant Legal Entity

Corporate Name:

Address of registered office or principal office:

Register, including details of state if applicable:

Registration Number:

Legal Form:

Governing Law:

Conditions met. Mark X in appropriate box or enter relevant condition below.

Holds, directly or indirectly, the right to share in more than 25% but not more than 50% of any surplus assets of the LLP on a winding up

Holds, directly or indirectly, the right to share in more than 50% but less than 75% of any surplus assets of the LLP on a winding up

Holds, directly or indirectly, the right to share in 75% or more of any surplus assets of the LLP on a winding up

Holds, directly or indirectly, more than 25% but not more than 50% of the voting rights in the LLP

Holds, directly or indirectly, more than 50% but less than 75% of the voting rights in the LLP

Holds, directly or indirectly, 75% or more of the voting rights in the LLP

Holds the right, directly or indirectly, to appoint or remove a majority of those members who are entitled to take part in the management of the LLP

Has the right to exercise, or actually exercises, significant influence or control over the LLP

Other condition:

Confirmed by: (please enter the name of the person completing this form)

Company Name: Commencement Date leave blank if from incorporation

Page 8: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

Person with Significant Control (PSC) – LLP

www.yorkplace.co.uk

Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW ◆ London Office: One George Yard London EC3V 9DF Tel: 0113 224 5452 ◆ Fax: 0113 224 5498 ◆ DX: 26436 – Leeds Park Square ◆ Email:

[email protected]

York Place is a trading division of Stanley Davis Group Limited. Registered Office: One George Yard, London EC3V 9DF. Registered in England Company No. 2413680

Complete this section for an individual PSC

Title:

Surname:

Forename(s):

Date of Birth:

Service Address:

Use Registered Office

Residential Address:

Country, State or part of the UK where PSC usually lives:

Nationality:

Restrictions on disclosing PSC’s information:

Complete this section for a Corporate Relevant Legal Entity

Corporate Name:

Address of registered office or principal office:

Register, including details of state if applicable:

Registration Number:

Legal Form:

Governing Law:

Conditions met. Mark X in appropriate box or enter relevant condition below.

Holds, directly or indirectly, the right to share in more than 25% but not more than 50% of any surplus assets of the LLP on a winding up

Holds, directly or indirectly, the right to share in more than 50% but less than 75% of any surplus assets of the LLP on a winding up

Holds, directly or indirectly, the right to share in 75% or more of any surplus assets of the LLP on a winding up

Holds, directly or indirectly, more than 25% but not more than 50% of the voting rights in the LLP

Holds, directly or indirectly, more than 50% but less than 75% of the voting rights in the LLP

Holds, directly or indirectly, 75% or more of the voting rights in the LLP

Holds the right, directly or indirectly, to appoint or remove a majority of those members who are entitled to take part in the management of the LLP

Has the right to exercise, or actually exercises, significant influence or control over the LLP

Other condition:

Confirmed by: (please enter the name of the person completing this form)

Company Name: Commencement Date leave blank if from incorporation

Page 9: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

LIMITED LIABILITY PARTNERSHIPS

WHAT IS AN LLP?

The LLP provides a halfway house between a partnership and a limited company, permitting the members to enjoy limited liability within the framework of a partnership. An LLP is a corporate entity created by agreement of at least two members to carry on a lawful business with a view to profit. It offers the advantage of limited liability whilst the members operate as a partnership and are taxed as individuals. There is no corporate taxation. There are no directors. Designated members take the responsibility for the compliance of the LLP. All members are responsible for the management of the LLP. Through the process of registration, an LLP can, like a limited company:

enter into contracts in its own name sue and be sued in its own name buy, sell and lease property in its own name

REGISTRATION REQUIREMENTS

A name must be chosen and care must be taken to ensure that it does not conflict with an existing name on the register and that it does not contain any sensitive words not permitted for registration. A proposed LLP name will not be permitted where there is already a limited company registered with the same name.

An agreement is essential to formalise the relationship between members in respect of capital share, exit provisions, management and other important matters. Within the formation charges York Place provides a Model Agreement which has been settled by Counsel. Alternatively York Place will utilise clients’ existing agreements and reflect the requirements set out in the LLP Act 2000.

There must be a minimum of two members. At least two members must be ‘designated members’. These members are responsible for the compliance of the LLP. All members are responsible for the management of the LLP. No secretary is required. The address of the registered office of the LLP must be in England and Wales. This is not to be confused with the LLP’s trading addresses which may be different. York Place can help with all the registration and compliance requirements both at the time of incorporation, formulation of the agreement and on an ongoing basis.

ADVANTAGES OF INCORPORATION

Limited Liability The liability of the members is limited to the capital contribution and the amount

agreed to be contributed to the assets of the LLP in the event of its being wound up.

Perpetual Succession An LLP ceases to exist only if it is formally wound up or struck from the register by Companies House.

Protection of the Name Incporation ensures that no other LLP or company wishing to register can be registered with your title.

Tax Structure The Tax Structure is that of a partnership and the LLP is transparent for tax purposes. The members of the LLP are taxed as individuals and no corporate taxation applies.

Borrowing Platform An LLP is permitted to arrange for borrowings by way of charges over its assets

What our Clients say

“Just to confirm receipt of the pack in the

above and to thank you for your prompt and

efficient service; a service which I would

have no hesitation in using again or

recommending.”

“I can’t thank you enough for all that you

do!”

“Thanks, that’s excellent news! You should

see the size of the smile on my face! I’d been

worried that name would get pulled out from

underneath me somehow, so having it all

confirmed really is very, very good news!”

“Thank you for your help, your expert

advice, and for the speed of service. You

have helped make something that was

proving more complicated than I’d have liked

into something really quite simple. Thanks

again.”

“All credit to you guys for not charging for

the extra work you did on this. This sort of

service is what strengthens customer

relations”

“You are just wonderful! Thank you!”

“You have provided an excellent service.

Many thanks.”

“I don’t know how we’d manage without York

Place sometimes!”

Forms to complete:

LLP Formation Request

LLP Member Appointment – one for each

member

LLP PSC form – 6th April onwards.

Page 10: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

Order form Notes

Proposed name Please list up to three names in order of priority. The Registrar will accept any name for registration provided it is not identical to one already registered, or it is not on the list of sensitive names (words like ‘royal’ or ‘British’ which require either special permission or further information about the company). The greatest care must be taken when selecting a name which is too like one already registered, you may be required to change should the existing company or LLP choose to object to the Secretary of State or the Company Names Adjudicator. We always check your proposed name and will advise of any potential issues although we cannot give a guarantee that no-one will object to the name in the future.

The Agreement We strongly advise that members enter into a formal agreement to regulate their affairs and to give clear guidance in respect of the qualifications for new members, exit provisions as well as profit participation and other important matters. The agreement is a private document and is not filed at Companies House.

Nature of business This will be included in the agreement

Registered office and business address The LLP must have a registered office address to which legal notices can be served. This can be the head office or main address of the company or some other address. It is noted on the public record whereas the business address is just for the internal agreement. York Place can supply a registered office address in Leeds or London. Edinburgh also available on request for Scottish LLPs. Please see Optional Extras for details.

Domain Name Search and Registration We can search and advise on availability of your chose domain name and also register on your behalf. Full email and web hosting services also available (at extra charge).

Trade mark search If the use of the proposed name relates to goods or services it may well conflict with that of an existing registered trademark. In most cases it is prudent to carry out a same name trademark search, and if it is the intention to register a trademark, a full trademark search is recommended.

Registered office The LLP must have an address to which legal notices can be served. This can be the head office or main address of the company or some other address. York Place can supply an address in Leeds or London. Edinburgh also available on request. Please see Optional Extras for details.

Nameplate - Registered Office Nameplate and Wooden Mounting Board The LLP is obliged to display its name at every office or place of business in a conspicuous position and in easily legible letters.

Service address We can supply a service address for members if you do not wish your home address to go on the public record.

Express service We can expedite the incorporation of most companies on payment of an extra fee if full instructions are received by 2pm.

Cashback offer Bank account opening service with £40 cashback offer. Select this option and you will be contacted by Barclays. Cashback = £40

Annual support service York Place offers company secretarial support services which provide assistance to newly formed and existing UK LLPS, on an immediate and ongoing basis. York Place will interest itself in ensuring all post incorporation matters are correctly in place and monitor statutory compliance to ensure LLPS under its control do not fall into default.

This service includes: Preparing the first members minutes which document the first members, bankers, accounting reference date and other important elements Providing a nominee secretary or joint secretary Providing a registered office if required

Page 11: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

Filing all necessary documents with Companies House Updating and maintaining the statutory records to reflect changes of members and Preparing and filing the Annual Return/Annual Confirmation Statement AGM documentation including notices, minutes and resolutions Providing update summaries of the LLP status Telephone advice service on matters of compliance

How to order your LLP:

1. Complete order form2. Complete one Member Appointment form for each person 3. From 6th April 2016, complete a PSC form.3. Return to York Place by post, fax or email

Page 12: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

LLP Formation – Frequently Asked Questions

1. How do I know if my name is available?Once you have thought of a name, it needs to be checked against the register (for similarity to existing names) and against the list of controlled words in case it will only be allowed with certain evidence. We are happy to check for you and advise on availability or we have a free checking tool at http://formations.yorkplace.com that you can use yourself.

In summary, a name will not be registered if:

a) it is the same as a name already appearing on the Companies House indexb) it contains the words ‘Limited Liability Partnership’ or ‘LLP’ or their Welsh equivalents or abbreviations, except at the end of thenamec) in the opinion of the Secretary of State it is offensived) in the opinion of the Secretary of State its use would constitute a criminal offence

In addition various words are sensitive and the Registrar requires either further information about the activities of the proposed company or written consent from the appropriate body. We can advise on sensitive names and the relevant information needed to register these successfully.

’TOO LIKE’ NAMES A company can be directed to change its name within 12 months of registration by the Secretary of State if it is 'the same as' or, in his opinion, 'too like' a name appearing on the index of names at the time of registration. Such names will be brought to his attention by registered companies/LLP’s who feel that the name is the same as or too like their own. The possibility of this event should always be borne in mind when a name is being chosen. The Secretary of State will only consider representations in respect of variances in the visual or phonetic nature of names as well as other commercial information including the history of the name’s usage and eminence in a particular field between the names of the two companies. The nature and location of the businesses will not be taken into account. Subject to these requirements, names may be considered 'too like' in the opinion of the Secretary of State: a) if the names are phonetically identicalb) if there is only a slight variation in the spelling of the two names and the variation does not make a significant difference betweenthe namesc) if, in the case of an overseas company, the names differ from a name already on the index only by the substitution of the overseacountry equivalent of Limited, Unlimited or Public Limited Company.d) if the names contain a word or words which might be regarded as a distinctive element, unless that element is qualified in such away as would minimise risk of confusion. A distinctive element will normally be defined as 'made up words', 'non dictionary words' or'combinations of 2 or more letters as a prefix'. In some cases everyday words used in a 'distinctive' way may also be considered asdistinctive elements. Place names, or everyday descriptive words in general use will not normally be regarded as distinctive. Similardescriptive elements, eg press/printing, staff agency/employment agency, or the inclusion in one name of only a general, or 'weak'qualification such as holding, group, system, services etc, would not normally be regarded as a sufficient qualification. In addition,various words and symbols are disregarded by the registrar – the inclusion of these words will not differentiate a new name from anexisting one. These include: figures ‘0’-‘9’ and the corresponding number words; the symbols ‘&’, ‘+’, ‘%’ and ‘@’ and thecorresponding words ‘and’, ‘plus’, ‘percent’ (and variations) and ‘at’; major currency symbols (‘£’, ‘$’, ‘¥’ ‘€’ etc); name suffixes such as‘.com’ or prefixes such as ‘www.’; other symbols such as ‘*’, ‘=’ and ‘#’; the letter ‘s’ at the end of the name, the word ‘the’ at thebeginning of the name (where it is followed by a blank space) and blank spaces between words.

2. What are the responsibilities of the members?The directors are responsible for managing the affairs of the company and making sure that it fulfils its statutory duties. It is difficult to summarise everything the directors have responsibility for but the following is a useful outline. As a director you must:

1. Act in the company’s best interests, taking everything relevant into account.2. Obey the company’s constitution and decisions taken under it.3. Be honest, and remember that the company’s property belongs to it and not to you or to its shareholders.4. Be diligent, careful and well informed about the company’s affairs. If you have any special skills or experience, use them.5. Make sure the company keeps records of your decisions.6. Remember that you remain responsible for the work you give to others.7. Avoid situations where your interests conflict with those of the company. When in doubt disclose potential conflicts quickly.8. Seek external advice where necessary, particularly if the company is in financial difficulty.

Page 13: Limited Liability Partnership Formation Request · LLP Appointments Form Leeds Office: Elizabeth House, 13-19 Queen Street, Leeds LS1 2TW London Office: One George Yard, London EC3V

3. What is the difference between a service address and a residential address?

A service address is one that can be used by a director for the purposes of receiving official communications. It can be a residential address, or the registered office address or somewhere completely different. A residential address is the home address of a member. It still has to be filed at Companies House but is not displayed on the public record. Access is limited to government bodies and certain credit reference agencies.

4. What is a registered office?Every company must have a registered office. It appears on the public file. A document may be served on a company by leaving it at or sending it by post to the registered office The registered name of an LLP must be displayed (in legible characters which can be read with the naked eye) at its registered office and at any other place where company records are made available for inspection. The name must also be displayed at any other location at which the LLP carries on business, but this is not required where the location is primarily used for living. Where display of the name is required, the name must be positioned so that it may be clearly seen by any visitor to the relevant office, place or location

5. Can anyone be a member of an LLP?It is up to the members to decide who should be appointed to the LLP. The only restrictions are they must not: have been disqualified from acting as a company director or member of an LLP (unless the court has given them permission to act for a particular LLP), nor must they be an un-discharged bankrupt (unless the court has given them permission to act for a particular LLP.

6. What is the difference between a member and a designated member?Designated members have the same rights and duties towards the LLP as any other member. The LLP agreement and the general law govern these mutual rights and duties. However, the law also places extra responsibilities on designated members. In particular, designated members are responsible for: • appointing an auditor (if one is needed)• signing the accounts on behalf of the members• delivering the accounts to Companies House• notifying Companies House of any membership changes or change to the registered office address or name of the LLP• preparing, signing and delivering the annual return to Companies House• acting on behalf of the LLP if it is wound up and dissolvedThey are also accountable in law for failing to carry out these legal responsibilities

7. What is a person with significant control?

A PSC in relation to an LLP is any of the following:

1. an individual who holds, directly or indirectly, the right to more than 25% of the surplus assets on a winding up;

2. an individual who holds, directly or indirectly, more than 25% of the voting rights;

3. an individual who holds the right, directly or indirectly, to appoint or remove a majority of the management

4. an individual who has the right to exercise, or actually exercises, significant influence or control over the LLP;

5. an individual who holds the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firmwhich is not a legal entity, but would satisfy any of the first four tests if it were an individual.

8. Why do we need to disclose Persons with Significant Control?

The new rules are part of the government's initiative to tackle tax evasion, money laundering and terrorist financing and to increase trust in UK corporate bodies.

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9. What are the new obligations?

Affected entities must:

keep a register of those with significant control over them (the PSC Register) from 6 April 2016; take reasonable steps to identify those who are registrable on the PSC register; enter the required information on the PSC Register and keep that information up to date; make the PSC Register available for public inspection;

file information about their PSC Register at Companies House on the new annual confirmation statement from 30 June 2016 onwards

4. What if we don’t have any PSCs?

A statement on the PSC register will be required to that effect using the prescribed wording.

5. Where can I get further information on PSCs?

The Government has published guidance on www.gov.uk or go to www.yorkplace.co.uk/downloads for the latest guidance documents.