What is an 'LLP' and what tax advantages does it have?
Limited liability partnerships ('LLP') were introduced in 2001 and offer a cross between a partnership and company structure. They were mainly introduced to offer large professional firms that trade as partnerships (accountants, lawyers, surveyors etc) the opportunity to benefit from limited liability, just as a company can. Put simply an LLP is a partnership which provides the partners with the benefits of limited liability - thus ring fencing their personal assets from any potential business creditors (just like a company would).
Having said that, the LLP would be subject to the same asset protection limitations as a company would, and if for example the LLP was clearly being used for a fraudulent activity the courts wouldn't hesitate to look at the partners to make good any liabilities.
Although in general law an LLP is regarded as a 'body corporate' and is like a company, for tax purposes an LLP is normally treated as a 'partnership'.
Therefore an LLP will normally be regarded as transparent for tax purposes and each member/partner will be assessed to tax on their share of the LLP's income or gains as if they were members of a 'normal' partnership
Therefore if an LLP carries on a trade, each registered partner is taxable on the income they derive from the LLP as trading income.
This is a crucial difference from being a shareholder in a company. A company shareholder is regarded as a separate entity for both legal and tax purposes. An LLP however is a separate legal entity purely in legal terms.
Therefore a company shareholder is not (usually) taxed on the profits of the company, just the cash that is extracted from the company (either as salary/benefits or dividends). A member of an LLP is however taxed on his or her share of the profits that are generated by the partnership.
For a higher or additional rate taxpayer they would therefore pay 40% or 45% income tax on the LLP profits, whereas a company may pay corporation tax at a lower rate (20%). The problem with a company would be that although the rate of corporation tax is lower than the LLP's income tax rate to get the cash out of the company a further tax charge may then be payable (25% on a dividend extraction from a company for a higher rate taxpayer or an effective 30.55% for an additional rate taxpayer).
It would therefore be only if either cash was retained in the company for business activities, if cash was extracted up to the higher rate tax band or if you were going to extract cash as a non UK resident, that a company could offer significant reduction in taxes on income generated.
In terms of interest relief, where an LLP carries on a trade, the members of the LLP who are individuals are entitled to claim interest relief on the loans they obtain in order to purchase a share in the partnership. There are additional conditions that would need to be satisfied (eg you must remain a partner to the date of the payment of the interest and must not recover capital from the partnership).
Note if the LLP was assessed as undertaking an investment business (eg property investment) no interest relief would be due.
Any interest relief would be claimed on your self assessment return and you could obtain a mortgage for this purpose.
Capital gains tax
As a share of an LLP is treated as a share in a 'normal' partnership, on a future disposal of the partnership the tax treatment would be the same as for a disposal of a partnership interest.
The main relief for a trading partnership is Entrepreneurs Relief. On a future disposal of the partnership you may qualify for the lower 10% rate of CGT.
Note however that this will apply only to trading partnerships. If the LLP was classed as undertaking an investment, Entrepreneurs Relief would not be due. This would effectively increase the CGT rate to 28%.
Other reliefs that a partner in an LLP may be entitled to include rollover relief and gift relief , (which are looked at in other articles).
Again, trading partnerships have an advantage as the members interest in this should qualify for business property relief ('BPR'). This can effectively eliminate the value of the partnership interest from the deceased's estate.
One point to watch out for is that if land or buildings are owned personally but are used by a partnership in which you are a partner the rate of BPR is reduced to 50%. If the IHT charge is significant it may be worthwhile considering transferring the land to a discretionary trust, provided the land is worth no more, after the 50% BPR than the nil rate band (currently £325,000).
Therefore in summary, LLP's offer a good 'halfway house' between a partnership and companies and can be very useful.
Tax Question: Hi, I have an LLP with 2 offshore company members (companies resident in Belize and Seychelles) The UK LLP is a holding company, 100% oner of another EU legal entity. The LLP does not carry out any taxable supply, it is a pure holding company. The other EU company would pay dividend to the UK LLP. Since the UK LLP 100% oner (parent) of the other EU company, there is no withholding tax on the dividend paid to the UK (Due to EU directive). The question is, that when the LLP dividend income (which is already taxed) is distributed to the offshore company members (resident in Belize an Seychelles) does withholding tax (or any other tax liability) arise? Is there any anti-avoidance measure applicable in this situation? Thanks keep reading
Tax Question: Hi, I am just wondering if you can advise on the tax treatment on dividend received by an LLP. The dividend is paid to the LLP by a company resident in an other EU member state (no withholding tax). This is already a taxed income. Normally if it is received by an Ltd directly it is not considered as income from corporation tax point of view as far as I know. With respect to the LLP I am a bit lost. Since the LLP is transparent, the taxed dividend is received by the Ltd and the other member (which is a private person) The question is, that the dividend when it is distributed between the members are still taxed income, so there is no further tax on it, or there is liability on the part of the members? By the private person I assume, that it is taxed as income, but by the Ltd is this a basis of the corporation tax or not? Thanks keep reading
Tax Question: Hi, UK LLP with two offshore corporate members. We hold at the moment one residential freehold with 7 flats, another residential freehold (mews house), a commercial freehold with three shops. I would like to know if we will buy a new residential property we will have to pay the new additional 3% SLT or a relief can apply. Thank you. keep reading
Tax Question: I am considering using a nominee member [individual, non UK resident or domicile] for a UK LLP. How will it work from the tax perspective? Will the Nominee Member be required by HMRC to complete Income Tax return or it will be myself [as I am a beneficial owner]? Potentially, they can be mixed trade in the UK but predominantly overseas. I need to be clear on the filing requirements and Income Tax from the Nominee Perspective. Is it a good alternative to an offshore company being a member of a UK LLP? keep reading
Tax Question: UK LLP with two offshore corporate partners. The LLP doesn't trade in UK but 20% o turnover come from a BTL business in UK and one member is registered into the NRL scheme to get the rent without deductions. The LLP is classified in the Company House register as a "Non European Economic Area (EEA) LLP" My question. Will the LLP be affected by the new PSC Register ('persons with significant control' ) ? LLPs incorporated under the Limited Liability Partnerships Act 2000 are required to maintain a register of people with significant control over the LLP keep reading
Tax Question: I would like run LLP company with 2 x Seychelles IBC partner. LLP will keep shares in other private limtied companies - in most cases. LLP will sell shares only . 1/ Do I must register as VAT ? I think not - it's financial intermediary - not trading 2/ Can I avoid UK tax f 2 members are offshore companies? keep reading
Tax Question: Could you comment on the advisability of using a UK Ltd or LLP as a personal investment holding vehicle? I am a British citizen resident in Austria, with no plans on returning to the UK. Using personal funds and a UK based brokerage account I invest in international stock markets, primarily US and UK companies. As a resident of Austria i am taxed on dividends received and capital gains. I have recently discovered that in the event of my death the US would charge estate taxes on any US shares in my portfolio. So i am seeking a way around this. I understand that one possible route would be to own the share portfolio through a legal entity. However an Austrian Gmbh would not be a very tax efficient vehicle with dividends and capital gains eventually being taxed twice by the time they reach me. So i am looking for alternatives. Would it make sense for me to use a UK vehicle, such as a Ltd or LLP? If i understand correctly, a UK LLP would allow the tax obligation to 'flow through' to me personally and i would pay tax to Austria, the same tax as i do now. What are the potential pitfalls in doing this and what UK obligations would i have? Alternatively, would using an offshore structure make sense? Again perhaps a LLC/LLP that allows the tax obligation to flow through to me personally ? Also, is it possible the US would actually treat this as a US estate tax dodge? To be clear, i am not trying to avoid paying Austrian taxes. I would appreciate your suggestions and comments, thank you. keep reading
Tax Question: Two offshore companies (BVI) created UK LLP. LLP is selling medical equipment to Russia, buying it in Germany. Office based in London (UK). No sales in UK. Directors of BVI companies are residents of Russia and Israel. We understood that partners are are not subject to UK taxation and directors and shareholders of BVI companies (partners) have to pay tax on their earnings received from companies based on a tax law of the countries of the residence. Can you please indicate me whether our understanding is correct? Thank you in anticipation of an early reply. keep reading
Tax Question: My questions are related to using an UK LLP formed by non-residents off-shore companies and/or natural persons. This LLP is being formed to provide international services related to business aircraft brokerage and consultancy services. So, the questions are: 1. Which are the implications regarding income taxation on this UK LLP, concerning the tax transparent system? Having one IBC BVI company and one non-UK resident person as partners, or having two BVI's companies as partners change the results, regarding the pass-through treatment in the UK? 2. Most of the businesses, let's say, 95% presumably, are expected to be done without any UK entity. Having, by chance, one or another occasional business involving an UK Entity, let's say again, an UK biz jet being sold to Mexico company, where we (the Uk LLP) are going to be the sale's agent, receiving an brokerage fee, I understand that on this case, incoming tax is applicable for that specific transaction, right? Secondly, if the UK LLP does use a London based virtual office, just to have an UK Address and a phone number, that will cause any impact on their others non-UK transactions, concerning the pass-through treatment? Thanks for your attention, Leo keep reading
Tax Question: Hi, I am a non-uk resident(Bulgaria registered company) and I would like to set-up an LLP in UK with another non-uk resident(Bulgaria registered company)or in a partnership with an UK person/resident. I have a web site selling travel services (transfers and car hire) in Romania, European union. I sale this services to customers from all over the world including to UK customers/residents. All travel services and the maintenance of the web page are solemnly implemented in Romania only. Is my business considered from UK source of trade and carried out with or within UK in regards of taxation of my income as a partner in the UK LLP? Is my income as a non-UK resident/member/partner in a LLP liable for taxation in UK or in Bulgaria? Thanks a lot for your time and advise in advance. D keep reading
Tax Question: Hi Grandfather who is a partner in LLP - can he gift his share to his grandchildren and if so what is required. keep reading
Tax Question: HI , 2 individual are setting up an LLP . The 2 individual will set up 2 companies to be appointed as members. The LLP will hold the lease for premises , employ staff and day today running of the facility. The 2 LTD will operate on their own , consulting client and invoicing the client directly. The 2 LTD will pay the LLP a fee for the usage of the facility. The LLP will also have its owns activities secondary to the Ltd and and complementary services to the LTD. Is there any tax issues to be aware of ? Thanks keep reading
Tax Question: Hi, What are the specific rules for mixed LLP's where the members are both companies and individuals and what are the issues with profit allocations? Thanks Dickens keep reading
Tax Question: HI, 2 person A and B wants to set up an LLP in the UK. A and B are not uk resident but they will come to the uk from time to time to perform their activity and they have an office here. A and b will set up to LTD to be the members of the UK LLP and the will also rent a flat in the UK. Questions: - any implication for this set up if they use a company as members - the partnership agreement will contain a clause where A and B will share the profit based on the work perform /invoice issued, is this possible? - the profit received from the LLP , will these suffer corporation tax or will they be classified as income tax (individual)? Thanks keep reading
Tax Question: I am a non-UK resident, holding an interest in a relatively newly formed UK registered LLP (the other member is my Ltd company registered in my country of residence). The LLP has no UK trade nor presence. What is the correct way of registering the members as partners with the HMRC to ensure that no UK tax is due? I have been told that the partners should register through forms SA401 & SA402, and will be automatically issued UK tax returns, but can then request that the submission requirements be cancelled as there is no UK trade or presence. Is this a correct assessment or should non-residents use another procedure? keep reading
Tax Question: Hello, Thank you for taking the time to respond to these questions. Description of the structure : Mr X is a UK resident Non Dom. While being UK resident, Mr X setup an offshore company, 100% oned-managed-controlled by himself in the UK [to keep things simple at the beginning]. A friend of Mr X setup at the same period of time a UK LLP. The Offshore company becomes a partner [designated member] of a UK LLP and as such, will invest in the UK LLP. The profits generated by the LLP will be UK profits. Questions : Based on chapters 720-730 of the income tax act 2007, if Mr X transfers assets [cash] to fund from scratch his offshore company he will become liable to income tax on profits arising from this offshore company, assuming no exception fits. Question 1 : if all profits are retained in the offshore company [assuming the offshore company is seen as opaque for tax purposes by HMRC], is mister X liable to any UK tax regarding this offshore company profits? -- If Mister X works as an employee [non member] of the UK LLP, receiving only a small salary for his contribution. Based on HMRC s publication of the 27th of March Mixed membership partnership , fighting Excess profit allocation diverted from individual members to non individual members. It says an individual member [it seems only to speak about members and not employees but I would like to have your view please, if an employee would fall into the context of that publication] having the power to enjoy a non individual member excess profit allocation [that is the case for Mr X] will be liable to income tax on the non individual member profit. Question 2 : Can Mr X, employee of the UK LLP, be liable for income tax on the profits allocated to his offshore company ? -- Question 3 : If the offshore company is seen as opaque for tax purposes by HMRC. It would pay 20% crporation tax in the UK, is that right ? Thank you for your time. keep reading
Tax Question: Hi, A french national will become a member of an LLP which will have activity in the UK [i.e the french national will physical carry out the activity here]. Does this french national need a National insurance number? keep reading
Tax Question: Hi I am setting up a company in the UK. Our operations will be based in India. I want to know the benefits for setting up of an LLP in terms of Tax. I know that LLP are exempt from corporation tax but the partners are suppose to pay taxes on their individual profit share. then how can I save tax by having an LLP as opposed to LTD. LTD company the corporation tax will be eg 26%. However as an individual if I am already paying 40% income tax then on my profit share from the partnership I will pay 40% tax as opposed to 26% if I was to open a LTD company. Benefit of LLP is that the partners can ringfence their assets for any liability. but how is it better in terms of tax saving? keep reading
Tax Question: Limited company in car hire plans to open a llp as a subsidiary , 75 %owned with profits divided between the holding company and two human partners [ also directors of the holding company ] the partners will be paid 12.5% o the profits each and will be provided with the use of a car - whatever car suits the llp /whatever is available. we expect that this will amount to about i weeks use of up to 50 cars each year [ each ]. am i correct that the capital allowances will be restricted on each car by 2% bt otherwise the allowances restrictions will not apply? cars will be kept for two years on average of course each car will be included in a separate pool, are there any other issues that i need to be aware of ? many thanks keep reading
Tax Question: Dear Sir I would refer you to tax book Non-resident & off-shore tax planning 2014/2015. It is mentioned that 'If an LLP is a mixture of UK and overseas partners, it would be the UK partners that would be taxed in the UK ,with the overseas partners being taxed in their country of residence.' However the guidelines from HMRC and others mention that non-resident partners would be taxed on the share of their UK income. Could you kindly clarify this matter. regards Diamond keep reading
Tax Question: Hi, I am about to leave the UK, making a clean break and setting up a business and taking up residence in Malta. However, I will still have some consultancy clients who are UK based, some who may be a bit sniffy about dealing with non UK companies. I am therefore considering setting up a UK LLP with UK VAT registration with myself and my Malta company as members to deal with these clients. I know UK LLPs are usually considered a "pass-through" entity for tax purposes, however my question is: - If there are UK customers being served through a UK LLP with UK VAT registration, where all LLP members are non-resident and there is no UK permanent establishment, would there be any UK tax due, or would this still be eligible for pass-through taxation? keep reading
Tax Question: Hi, My wife and I have two Buy-to-Let [B2L] properties and our own house, but we are 40% tx payers. All three properties are mortgaged. We are considering another B2L, and wondered about the benefits of purchasing via an LLP or company [either of which would need to be set up]. An LLP looks quite attractive as we are looking to the longer term as retirement income in c.10 years' time. However, it also seemed interesting to see whether the B2L income could be used for paying university fees/living expenses [i.e. two children that would become partners on reaching 18 years of age] as the income could be diverted to them and fall within their tax allowance. Finally, we would be looking in the much longer term as a means of minimising inheritance tax. Questions: 1] Should we be looking to set up an LLP in the short term? 2] What happens to STLD on purchasing a property? 3] What would be the implications of transferring the existing B2L properties to the LLP? 4] Can we effectively direct LLP profits to the children for university fees/general living expenses in the way I think? 5] Impact on IHT when it comes to it? Many thanks keep reading
Tax Question: Our client and his partner trade through an LLP which owns a saloon. Another saloon is owned by a limited company which is again equally owned by our client and his partner. Our clients would now want to transfer the saloon owned by LLP to the limited company. What will be the tax consequences? How will the LLP be dissolved satisfying any statutory requirements. The saloons are both profitable. In order to maximise entrepreneurs relief would it be better to have both saloons in the LLP? thanking you keep reading
Tax Question: I have a doctors group who are running their consortium as a LLP to run a consultancy business. It has been suggested to them that each doctor forms his own limited company and then each limited company becomes partner in the LLP. I have heard that rules in this respect have changed and HMRC are challenging this kind of arrangement . The LLP accounts can not see any problems so can I can your opinion on this please. keep reading
Tax Question: A property development LLP. Its members personally own the property which was bought 2 years ago and now converting into 6 apartments for residential letting. Can the members claim the cost of conversion from the property development LLP ? Will the members be able to lease the property to the LLP Business and enclose a sub-letting clause in the contract? keep reading