LLP incorporation

Before you begin

Start with who will be a partner and designated partner, how money and effort are contributed, and how profits and authority are allocated. The LLP agreement should reflect the commercial understanding rather than simply reproduce an incorporation form.

Write down contributions, profit sharing, authority to enter contracts, access to records and how additional funding will be handled. Separate the partners' commercial decisions from the information needed to identify them in the formation records.

What the engagement covers

We prepare the formation information, coordinate incorporation documentation and agreement execution, and organise the post-formation filing and record handover. Agreement drafting, stamp treatment and state-specific execution are established in the scope.

1. Agree the partner and designated-partner information, activity description and registered-office evidence.
2. Translate the agreed commercial terms into an agreement brief, flagging decisions that the partners still need to make.
3. Coordinate the agreed incorporation and execution steps, retaining final signed versions and submission references.
4. Hand over the formation record, agreement and a schedule of remaining actions with named owners.

The work tracker distinguishes an unsigned draft, an executed agreement and a completed filing. Replacing a draft should not leave different partners relying on different versions.

Records to prepare

• Partner identity and residence details
• office evidence
• contribution and profit-sharing proposal
• signing arrangements
• admission, retirement and dispute provisions.

For a body corporate partner or an overseas participant, identify the authorised representative and the origin of supporting documents early. The document and signing route is assessed from those facts rather than assumed to match an entirely domestic individual-partner arrangement.

A decision worth resolving early

For a two-partner consultancy, equal profit sharing does not answer what happens if one partner stops working. Address exit value, client ownership and decision deadlock before signing.

Suppose one partner manages client delivery while another contributes capital and works part time. A useful decision record addresses spending authority, information sharing, partner remuneration proposals and how changes are agreed. Keep the agreed treatment consistent across the agreement brief and the opening accounting records.

Scope and fees

The written proposal identifies applications, drafting, follow-up and post-setup actions covered. Government charges, stamp duty and specialist advice are addressed separately. Timing depends on complete records, signatures and the authority’s process.

The proposal distinguishes formation, agreement drafting and execution coordination from later changes in partners, accounting or recurring filings. Use the LLP annual filing checklist for the ongoing record cycle, and the company versus LLP guide if ownership or future funding plans remain unresolved.