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UK court clarifies "LLP" status.

Tuesday, 21 January, 2025 - 02:53

In Blue Crest Capital Management in the English Court of Appeal, a tax case, the court had to consider the status of a Limited Liability Partnership, a form of company that seems to confuse many people.

The Judge said:

LLPs were a form of legal entity unknown to English law until the enactment of the Limited Liability Partnerships Act 2000 (“LLPA 2000”). Section 1 of LLPA 2000 provided that:
“(1) There shall be a new form of legal entity to be known as a
limited liability partnership.
(2) A limited liability partnership is a body corporate (with legal
personality separate from that of its members) which is formed
by being incorporated under this Act

Despite the separate corporate identity of LLPs, however, their treatment for the
purposes of income tax and NICs was assimilated with that of traditional partnerships formed under the Partnership Act 1890, which in England and Wales (although not in Scotland) have always lacked any form of corporate identity.

Under the Income Tax (Trading and Other Income) Act 2005 (note, in particular, the overriding caveat in the first line)

“(1) For income tax purposes, if a limited liability partnership carries on a trade, profession or business with a view to profit –
(a) all the activities of the [LLP] are treated as carried on in partnership by its members (and not by the [LLP] as such),
(b) anything done by, to or in relation to the [LLP] for the purposes of, or in connection with, any of its activities is treated as done by, to or in relation to the members as partners,
and
(c) the property of the [LLP] is treated as held by the members as partnership property.
References in this subsection to the activities of the [LLP] are to anything that it does, whether or not in the course of carrying on a trade, profession or business with a view to profit.”

The bold empasis is ours.

For all other purposes, the LLP is a limited liability company and its members (i.e. shareholders) are not liable in the event of claims against the company.

judgment: https://www.judiciary.uk/wp-content/uploads/2025/01/BLUECREST-CAPTIAL-M…

(the typo in the URL is as the URL is presented: it's not ours).

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