Incorporation

Incorporation document etc.
2
1
For a limited liability partnership to be incorporated—
a
two or more persons associated for carrying on a lawful business with a view to profit must have subscribed their names to an incorporation document,
b
the incorporation document or a copy of it must have been delivered to the registrar, and
c
there must have been so delivered a statement ... made by either a solicitor engaged in the formation of the limited liability partnership or anyone who subscribed his name to the incorporation document, that the requirement imposed by paragraph (a) has been complied with.
2
The incorporation document must—
a. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
b
state the name of the limited liability partnership,
c
state whether the registered office of the limited liability partnership is to be situated in England and Wales, in Wales , in Scotland or in Northern Ireland,
d
state the address of that registered office, which must be an appropriate address,
da
state the intended registered email address of the limited liability partnership, which must be an appropriate email address,
e
give the required
information about
each of the persons who are to be members of the limited liability partnership on incorporation,
and
ea
in the case of each individual named as a member, state that the individual’s identity is verified within the meaning of section 1110A of the Companies Act 2006 (meaning of “
identity is verified
”),
eb
state that no person who is named as a member is disqualified under the directors disqualification legislation,
f
either specify which of those persons are to be designated members or state that every person who from time to time is a member of the limited liability partnership is a designated memberand.
g
include a statement of initial significant control.
2ZA
The required information mentioned in subsection (2)(e) is the information mentioned in sections 167J and 167K of the Companies Act 2006 as applied to limited liability partnerships by regulation 17A of the 2009 Regulations.
2ZB
Where any of the persons named as members would be disqualified under the directors disqualification legislation but for the permission of a court to act, the incorporation document must include a statement to that effect, in respect of each of them, specifying—
a
the person’s name,
b
the court by which permission is given, and
c
the date on which permission was given.
2ZC
Where any of the persons named as members would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, the incorporation document must include a statement to that effect, in respect of each of them, specifying—
a
the person’s name, and
b
the date on which the licence was issued and by whom it was issued.
2A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
If a person makes a false statement under subsection (1)(c) which he—
a
knows to be false, or
b
does not believe to be true,
he commits an offence.
4
A person guilty of an offence under subsection (3) is liable—
a
on summary conviction, to imprisonment for a period not exceeding six months or a fine not exceeding the statutory maximum, or to both, or
b
on conviction on indictment, to imprisonment for a period not exceeding two years or a fine, or to both.
5
In this section—
- “
appropriate address
” means an address at which, in the ordinary course of events—
  1. a document addressed to the limited liability partnership, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the limited liability partnership, and
  2. the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery;
- “
appropriate email address
” means an email address to which, in the ordinary course of events, emails sent by the registrar would be expected to come to the attention of a person acting on behalf of the limited liability partnership
- “
disqualified under the directors disqualification legislation
” has the meaning given in section 159A(2) of the Companies Act 2006, as applied to limited liability partnerships by regulation 17ZC of the 2009 Regulations;
- “
permission of the court to act
” means permission of a court under provision mentioned in column 2 of the table in section 159A(2) of that Act, as so applied.
S. 2(2A)(2B) omitted (1.10.2009) by virtue of The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), reg. 2(3), Sch. 3 para. 1(6) (with Sch. 3 para. 11)
S. 2(1)(b) substituted (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), reg. 2(3), Sch. 3 para. 1(2) (with Sch. 3 para. 11)
Words in s. 2(1)(c) omitted (1.10.2009) by virtue of The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), reg. 2(3), Sch. 3 para. 1(3) (with Sch. 3 para. 11)
S. 2(2)(a) omitted (1.10.2009) by virtue of The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), reg. 2(3), Sch. 3 para. 1(4)(a) (with Sch. 3 para. 11)
Words in s. 2(2)(c) substituted (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), reg. 2(3), Sch. 3 para. 1(4)(b) (with Sch. 3 para. 11)
S. 2(2)(e) substituted (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), reg. 2(3), Sch. 3 para. 1(4)(c) (with Sch. 3 para. 11)
S. 2(2)(g) inserted (E.W.S.) (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(2)(c), Sch. 3 para. 1(b)
Word in s. 2(2)(e) omitted (E.W.S.) (30.6.2016) by virtue of The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(2)(c), Sch. 3 para. 1(a)
Word in s. 2(2)(f) inserted (E.W.S.) (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), reg. 1(2)(c), Sch. 3 para. 1(a)
S. 2(5) inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 3(3); S.I. 2024/269, reg. 2(a)
S. 2(2)(da) inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 3(2)(b); S.I. 2024/269, reg. 2(a)
Words in s. 2(2)(d) inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 3(2)(a); S.I. 2024/269, reg. 2(a)
S. 2(2ZB)(2ZC) inserted (18.11.2025 for specified purposes) by The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033), regs. 1(4)(b), 3(2)(c) (with regs. 12-16); S.I. 2025/1118, reg. 2(1)(i)(4)
S. 2(2)(ea) inserted (18.11.2025) by The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033), regs. 1(2), 3(2)(a)(ii) (with regs. 12-16); S.I. 2025/1118, reg. 2(1)(g)
S. 2(2)(eb) inserted (18.11.2025 for specified purposes) by The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033), regs. 1(4)(a), 3(2)(a)(iii) (with regs. 12-16); S.I. 2025/1118, reg. 2(1)(i)(4)
Words in s. 2(2)(e) substituted (18.11.2025) by The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033), regs. 1(2), 3(2)(a)(i) (with regs. 12-16); S.I. 2025/1118, reg. 2(1)(g)
S. 2(2ZA) substituted (18.11.2025) by The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033), regs. 1(2), 3(2)(b) (with regs. 12-16); S.I. 2025/1118, reg. 2(1)(g)
Words in s. 2(5) inserted (18.11.2025 for specified purposes) by The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033), regs. 1(4)(c), 3(2)(d) (with regs. 12-16); S.I. 2025/1118, reg. 2(1)(i)(4)