A limited liability partnership (LLP) is a business with 2 or more members that's registered at Companies House. Members are taxed on their share of the profits like partners in an ordinary partnership, but they aren't personally liable for debts the business can't pay. Every UK LLP needs at least 2 designated members at all times.
LLPs are popular with professional firms, but they suit any business run by two or more people who want partnership-style profit sharing with limited liability. This guide covers the UK version, using the Companies House and GOV.UK pages as they read in October 2026. If you're in the US, LLPs are created under state law with different rules, so check your state's filing office instead.
LLP, limited company or ordinary partnership?
| Ordinary partnership | LLP | Private limited company | |
|---|---|---|---|
| Minimum people | 2 partners | 2 members, both can be designated | 1 director and 1 shareholder (can be the same person) |
| Personal liability for debts | Yes | No | No, limited to unpaid share value |
| Registered at Companies House | No | Yes | Yes |
| How profits are taxed | Each partner via Self Assessment | Each member via Self Assessment | Corporation Tax on company profits |
| Owners called | Partners | Members | Shareholders |
The insight that surprises people: an LLP isn't a company with shares. There's no share capital and no dividends. Members take a share of profits under the LLP agreement and each one pays Income Tax on it, so if you're comparing structures for tax, my guide to sole trader versus limited company is the better starting point for the company side.
Members and designated members
A member can be a person or a company (a corporate member). You can have any number of ordinary members, but you must have at least 2 designated members at all times. Designated members carry the legal filing duties, so they must:
- register the business for Self Assessment with HMRC, and also register separately as individuals
- register the partnership for VAT if sales are expected to be more than £90,000 a year
- appoint an auditor if one is needed
- keep accounting records and prepare, sign and send annual accounts to Companies House
- send a confirmation statement every year
- tell Companies House about changes, such as a new name, address or member
- act for the LLP if it's wound up and dissolved
Designated members can be prosecuted if they don't meet these obligations, and the LLP can be taken off the register. Every member, designated or not, must register for Self Assessment. The yearly filing works the same way as it does for companies, so my confirmation statement guide applies here too.
How to set up an LLP
- Choose a name that ends in "Limited Liability Partnership" or "LLP" and isn't the same as, or too like, an existing name on the register.
- Pick a registered office address in the same country the LLP is registered in. A PO Box isn't allowed, and a home address will be public.
- Agree who your designated members are.
- Write an LLP agreement covering how profits are shared, who needs to agree decisions, members' responsibilities and how members join or leave.
- Register with Companies House using software, the same day service or a paper form.
Companies House fees as of October 2026
| Filing | Fee |
|---|---|
| Register an LLP using software | £100 |
| Register using the same day service (apply before 3pm) | £156 |
| Register on paper (form LL IN01) | £124 |
| Change the LLP's name using software | £20 |
| Change the name using the same day service | £85 |
| Change the name on paper | £30 |
Once registered, Companies House sends a certificate of incorporation. GOV.UK says registering by software is usually quicker than post.
Naming rules worth knowing
Your registered name must end in LLP or the full words, but you can trade under a different business name. That business name can't include "limited", "Ltd", "LLP", "plc" or the full versions, can't be the same as an existing trade mark, and can't use a sensitive word without permission. GOV.UK's example is that using "Accredited" needs permission from the Department for Business and Trade. If someone complains that your registered name is too like one registered before yours, and Companies House agrees, you may have to change it. A trade mark is the only way to stop other people trading under your business name.
The LLP agreement is your rulebook
GOV.UK says you should make an LLP agreement as part of setting up, and you can write it yourself or use a solicitor. Without one, you're relying on default rules nobody in the business chose. The four things it must settle are profit shares, decision-making, responsibilities, and joining and leaving. The last one causes the most arguments, because it decides what a departing member walks away with.
Accounts and ongoing duties
Every LLP must file annual accounts with Companies House, even if it's dormant or not trading. On top of that, you must report changes to the registered address, the name, members' details, and people with significant control. Members still file their own Self Assessment returns for their profit shares, so keep an eye on the Self Assessment deadline as well as the Companies House one.
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My verdict
An LLP is a strong fit when two or more people want to share profits flexibly, keep the tax simple through Self Assessment and still protect their personal assets. It's the wrong fit for a one-person business, because you can't run one with fewer than 2 designated members, and it's not the vehicle if you plan to raise investment by selling shares. Get the LLP agreement written before you register, not after the first disagreement.
Frequently asked questions
How many people do you need to start an LLP?
At least 2 members, and the LLP must have at least 2 designated members at all times. A member can be a person or a company.
How much does it cost to register an LLP?
As of October 2026, Companies House charges £100 to register using software, £156 for the same day service and £124 for a paper application.
How are LLP members taxed?
Each member pays tax on their share of the profits through Self Assessment, as in an ordinary partnership. Every member must register for Self Assessment with HMRC.
Are LLP members personally liable for debts?
No. GOV.UK says members aren't personally liable for any debts the business can't pay.
Does an LLP have to file accounts?
Yes. All LLPs must file annual accounts with Companies House, even if they're dormant or not trading, and designated members are responsible for sending them.
