Partnership Formation Guide UK

Understand the three types of UK business partnership — general partnership, limited partnership, and LLP — and choose the right structure for your business.

Types of business partnership

General Partnership

Two or more people carrying on a business in common with a view to profit. The simplest partnership structure — no registration required, but partners have unlimited personal liability for the partnership's debts.

Liability: Unlimited — each partner is personally liable for all partnership debts

Registration: Not required — no Companies House registration needed

Tax: Each partner taxed individually on their share of profits via Self Assessment

Suitable for: Small, low-risk businesses where partners know and trust each other well

Limited Partnership (LP)

A partnership with at least one general partner (unlimited liability) and one or more limited partners (liability limited to their capital contribution). Must be registered at Companies House.

Liability: General partners: unlimited. Limited partners: limited to their investment

Registration: Required — register at Companies House using form LP5

Tax: Partners taxed individually; structure is often used in investment and fund vehicles

Suitable for: Investment vehicles, property development, private equity structures

Limited Liability Partnership (LLP)

A hybrid structure with the organisational flexibility of a partnership and the liability protection of a limited company. All members have limited liability. Must be registered at Companies House.

Liability: Limited — members are not personally liable for LLP debts beyond their capital

Registration: Required — incorporated at Companies House

Tax: Members taxed individually on their share of profits — no Corporation Tax

Suitable for: Professional practices: solicitors, accountants, architects, consultants

Comparison at a glance

Aspect	General Partnership	Limited Partnership	LLP
Personal liability	Unlimited	Mixed (general/limited)	Limited
Companies House registration	Not required	Required	Required
Tax	Individual Self Assessment	Individual Self Assessment	Individual Self Assessment
Annual accounts filing	Not publicly required	Required	Required
Minimum members	2 partners	2 (1 general, 1 limited)	2 designated members
Public disclosure	Minimal	Moderate	Same as limited company

Steps to form an LLP

The LLP is the most commonly incorporated partnership structure. Here is how to form one.

Choose your LLP name

The name must end in 'LLP' or 'Limited Liability Partnership' and must not already be registered at Companies House.

Appoint designated members

An LLP must have at least two designated members who are responsible for filing requirements. All members must be identified.

Prepare an LLP agreement

Although not strictly required by law, an LLP agreement sets out how profits are shared, how decisions are made, and what happens if a member leaves. We strongly recommend having one drafted.

Complete identity verification

All designated members must complete AML identity verification under the Money Laundering Regulations 2017.

File with Companies House

Submit the incorporation application (form LL IN01) to Companies House. Once approved, you receive a certificate of incorporation.

Register with HMRC

Each member must register for Self Assessment with HMRC. If the LLP will be VAT-registered, register separately.

Ready to form your LLP?

We handle LLP formation at Companies House with a London registered office address included. Contact us to get started.

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