Legal implications of LLP membership

Produced by Tolley in association with

Owner-Managed Businesses

Guidance

This note explains the legal implications and requirements in respect of being a member of a limited liability partnership (LLP) and provides guidance on the issues surrounding the rights and obligation of members.

The tax implications of being a member of an LLP are covered in the Limited liability partnerships (LLPs) ― overview guidance note.

LLP members’ legal rights

Each member is an agent of the LLP and can bind it, so any contract signed by a member on behalf of the LLP binds all members equally. Each member therefore has a duty to act in the best interests of the LLP and its other members.

Additional legal requirements are placed on the designated members of an LLP, see the How to set up an LLP guidance note.

Each member will have the benefit of limited liability in a very similar way to shareholders in a company. The extent of each liability is effectively restricted to their members’ interest and creditors have no recourse to the members’ personal assets. This

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Jackie Barker

Tax Partner at Wells Associates , Corporate Tax, OMB, Employment Tax, Personal Tax, VAT, IHT Trusts and Estates, Accounting

I have worked in tax since becoming an associate of the CIOT in 2004, having previously qualified as a member of ACCA. As tax partner with Wells Associates I advise on all aspects of direct taxation including personal and corporate planning. We work with a wide range of individuals and owner-managed businesses offering guidance and support at all stages, from assisting with compliance matters through to advising on more complex strategic matters and providing tax efficient solutions.

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