Limited liability partnerships
1. Limited liability partnerships were created by the Limited Liability Partnerships Act 2000, and are known as "LLPs". They are a new form of corporate business vehicle, with their own legal personality. For enforcement purposes, they share all the features of a company.
2. It is misleading therefore in the HSE context to think of them as ordinary partnerships. While the LLP will be liable to the full extent of its assets, the liability of the members will be limited.
3. An LLP must register at Companies House 1, and its name must end with the words 'limited liability partnership', or `LLP', or the Welsh equivalent- 'partneriath atebolrwydd cyfngedig'. It must also display its name at every place where its business is carried on, (even if the premises are a member's home), and state its name on all its correspondence and documents.
4. As with a company, the LLP will have a registered office, recorded at Companies House. The persons belonging to an LLP may be known as 'members' or 'designated members'. All existing members or designated members of an LLP must be recorded with Companies House. 2
5. Designated members of the LLP have additional functions within the partnership associated with its running, eg the signing of the accounts. 3 In these roles the designated members will be acting on behalf of all participants in the LLP.
6. If Inspectors wish to speak to a person representing an LLP, or the LLP wishes to designate a person to speak on its behalf, it is advisable that a designated member provides written confirmation of the authority of that person to represent the partnership's guiding mind.
7. In the event of the insolvency of a limited liability partnership, the laws applicable to companies under the Companies Act 1985 and the Insolvency Act 1986 will apply. 4
8. Enforcement will be taken against the LLP as a legal entity in its own right. Members or designated members of the partnership may also be the subject of enforcement as members of a body corporate under s.37(2) HSWA, if their conduct comes within the terms of s.37(1).
9. Employees and others may of course still be liable under ss. 7,8 and 36 HSWA.
10. Care should be taken to determine individual roles and responsibilities, to ensure that any action is being taken against the most appropriate person.
- Limited Liability Partnerships Act 2000 ss.2(1) & 2(2). Back to reference of footnote 1
- Limited Liability Partnerships Act 2000 ss.2(2) & 8. Back to reference of footnote 2
- Limited Liability Partnerships Regulations SI 2001/1090. Back to reference of footnote 3
- Limited Liability Partnerships Act 2000 s.14 & Limited Liability Partnerships Regulations SI 2001/1090. Back to reference of footnote 4