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Who Are The Members Of A LLP? When a limited liability partnership is formed, the members are the people named on the incorporation document. At least two members must be appointed as "designated members". A limited liability partnership must have at least two members. If membership falls to only one member and the limited liability partnership continues to carry on business for more than 6 months, then the benefits of limited liability are lost. Every member is the agent of the limited liability partnership and the partnership is bound by anything done by a member on its behalf unless: The member had no authority to act in that capacity on behalf of the limited liability partnership. And the person with whom the member is dealing knows that they had no authority to act or had no knowledge of his or her membership of the limited liability partnership.
When Does A Member Cease To Be A Member Of A LLP? Members cease to be members: On death (or dissolution in the case of a corporate member). Or, by agreement with the other members; or by giving reasonable notice to the other members. In dealings with other people, a former member will be regarded as still being a member unless notice that the former member had ceased to be a member had been: Given to the person with whom the former member was dealing; or delivered to the Registrar. Ex-members must not interfere with the management or administration of the limited liability partnership.
Must Any Change Of Members Be Notified To The Registrar? Yes. Notice that a person has become a member or ceased to be a member must be delivered to the Registrar within 14 days on the following forms: Form LLP288a - Appointment of a member. Form LLP288b - Terminating the appointment of a member. If, on appointment, a member is also appointed as a "designated member", this is stated on Form LLP288a. Notice that an existing member has changed their name or address must be delivered to the Registrar within 28 days on the following form - Form LLP288c - Change of particulars of a member.
Who Are The 'Designated Members' Of A LLP? There must be at least two designated members. The incorporation document must say: That the partnership has specific individual designated members; or that all members are designated members. The members may decide at any time to reverse the position by delivering notice to the Registrar on Form LLP8. If the Form LLP8 says that specific members will be designated members, then details of each member's status must be delivered to the Registrar within 28 days on Form LLP288c. Where specific members are designated members, a member may become a designated member - or vice versa - at any time by agreement with the other members. Again, notice of the member's change of status must be delivered to the Registrar within 28 days on Form LLP288c. A designated member that ceases to be a member is automatically no longer a designated member.
What Responsibilities Do The Designated Members Have? Designated members have the same rights and duties towards the limited liability partnership as any other member. These mutual rights and duties are governed by the limited liability partnership agreement or by law. 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 the Registrar. Notifying the Registrar of any membership changes or change to the registered office address or name of the limited liability partnership. Preparing, signing and delivering to the registrar an annual return (Form LLP363). Acting on behalf of the limited liability partnership if it is wound up and dissolved. Designated members are also accountable in law for failing to carry out these legal responsibilities.
Must A Change Of Registered Office Address Be Notified To The Registrar? Yes. Every limited liability partnership must have a registered office: it is the "home" of the limited liability partnership to which all official documents, notices and court papers have to be sent by law. The address must be a physical location, not just a post office box. This is because people have the right to visit your office to inspect certain registers and documents, and to deliver documents by hand. You can change your registered office by sending a completed Form LLP287 to the Registrar. The change becomes legally effective only when we have registered the form. If, for any reason, the number of designated members falls to one, or none, then all members will be deemed designated members.
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