Incorporating a Limited Liability Partnership
These guidance notes do not constitute legal advice and should not be relied upon as such. The interpretation of legislation is a matter on which the Guernsey Registry cannot advise and entities/individuals need to form their own independent view on compliance with the legislation. Legal advice should be obtained where there is any uncertainty.
A Limited Liability Partnership ("LLP") is formed by being incorporated under the Limited Liability Partnership (Guernsey) Law, 2013 (the "LLP Law").
An application to the Registrar to incorporate a Guernsey LLP may only be made by a Corporate Service Provider ("CSP") who holds a full fiduciary licence from the Guernsey Financial Services Commission.
The Registry has a directory of CSPs available here.
In order to effect the incorporation of an LLP, the LLP Law requires that a CSP file a statement, to which every person who is to be a member has subscribed his name, containing the particulars set out in the LLP Law which include:
· the name of the LLP,
· a statement of the resident agent comprising his name and address and confirmation that he has complied with his legal obligations,
· the nature and principal place of its business,
· the address of its registered office, which must be in Guernsey,
· particulars of governance*
*From 15th December 2023, in addition to filing the incorporation statement, a CSP applying to effect the incorporation of an LLP must also file particulars of the governance provisions of the members' agreement in a form, and containing the information, set out in guidance issued by the Registrar.
Beneficial ownership information may also be required to be submitted as part of the application for incorporation of an LLP. Further guidance on beneficial ownership requirements is available here.
LLP incorporation submissions are made via the Online Services Portal. Payment of the incorporation fee can be made by Registry credit account, credit/debit card or cheque.
Please note: All LLP members/resident agents must be registered with the Guernsey Registry before submitting the incorporation form, using the same process as registering a director for a company, and where an individual is already registered with the Registry as a director, there is no need to register again.
|Person Registration Guidance [988kb]||CSPs can also register LLP members using the Online Services Portal using the 'Limited Liability Partnership Add/Remove Members' submission.|