Limited liability partnerships in the United Kingdom

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Limited liability partnerships in the United Kingdom were introduced by the Limited Liability Partnerships Act 2000. This Act introduced limited liability partnership (LLP) to United Kingdom partnership law. It was lobbied for by the Big Four auditing firms, all of which had converted by January 2003, limiting their liability for their audits.[1]

Overview[edit]

In the United Kingdom LLPs are governed by the Limited Liability Partnerships Act 2000 (in Great Britain) and the Limited Liability Partnerships Act (Northern Ireland) 2002 in Northern Ireland. A UK limited liability partnership is a corporate body - that is to say, it has a continuing legal existence independent of its members, as compared to a Partnership which may (in England and Wales, does not) have a legal existence dependent upon its membership.

A UK LLP's members have a collective ("Joint") responsibility, to the extent that they may agree in an "LLP agreement", but no individual ("several") responsibility for each other's actions. As with a limited company or a corporation, members in an LLP cannot, in the absence of fraud or wrongful trading, lose more than they invest.

In relation to tax, however, a UK LLP is similar to a partnership, namely, it is tax-transparent, that is to say it pays no UK corporation tax or capital gains tax. Instead, LLP income and/or gains are distributed gross to partners as self-employed persons, rather than as PAYE employees. It is a unique entity in its synthesis of collective and individual rights and responsibilities and its flexibility — there is in fact no requirement for the LLP agreement even to be in writing because simple partnership-based regulations apply by way of default provisions.

It has to date been closely replicated by Japan and by the financial centres of Dubai and Qatar. It is perhaps closest in nature to a limited liability company in the United States of America although it may be distinguished from that entity by the fact that the LLC, while having a legal existence independent of its members is not technically a corporate body because its legal existence is time limited and therefore not "continuing."

The LLP structure is commonly used by accountants, as a company may not act as auditor to another company. LLPs are also becoming more common among firms in the legal profession such as solicitors and patent attorneys that by law are prohibited from incorporating as companies.

More information is available on the official Companies House website.

Use in money-laundering[edit]

According to The Economist, 'LLPs are popular with money-launderers because they are opaque and—whether by design or accident—can easily slip under the radar of tax authorities'.[2] LLPs are, like partnerships, tax-transparent (they are not liable for tax themselves, only the individual partners are)—but unlike partnerships, they are UK resident corporate bodies. LLPs with only offshore members and no UK business therefore attract no UK tax—but as a UK-resident corporate body, they are not generally of interest to any other country's tax authorities either. As a result they have become a favoured vehicle for money-laundering.[3] UK LLPs are given respect internationally as being subject to UK regulation, yet can easily be set up with foreign-registered partners which are exempt from UK tax. In 2013 Private Eye described it as "the international criminal's corruption vehicle of choice", noting that there were 49,000 active LLPs in March 2012, up from around 12,000 in 2005, and estimating that only around 4,000 LLPs belonged to the UK lawyers and accountants the vehicle was designed for.[4] In 2014, it became clear that British LLPs were a major method for the laundering of Ukrainian assets stolen by Viktor Yanukovych.[5]

Links[edit]

Jim Cousins, Austin Mitchell, Prem Sikka (2004), "Race to the Bottom: the case of the accountancy firms", Association for Accountancy & Business Affairs: [1]

References[edit]

  1. ^ Private Eye, "Brass plates, brass neck", No 1340, 17–30 May 2013, p20
  2. ^ M. V., 'Ukraine’s stolen assets: A long, hard slog', 5th March 2014: http://www.economist.com/blogs/easternapproaches/2014/03/ukraine-s-stolen-assets.
  3. ^ Richard Brooks (journalist) and Andrew Bousfield, Private Eye, "Brass plates, brass neck", No 1340, 17–30 May 2013, pp19-24; cf. http://www.private-eye.co.uk/eyeplayer.php?media=298.
  4. ^ Private Eye, "Brass plates, brass neck", No 1340, 17–30 May 2013, p20
  5. ^ M. V., 'Ukraine’s stolen assets: A long, hard slog', 5th March 2014: http://www.economist.com/blogs/easternapproaches/2014/03/ukraine-s-stolen-assets.