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LLP designated members: what the check means

What designated members of a limited liability partnership are, why an LLP needs at least two, and what it means when the register shows fewer.

Severity
High
Category
Governance
Plan
Free and above
Test code
GOV-025

What this test checks

Runs only for limited liability partnerships. It counts the LLP's active designated members, the members who carry the legal responsibilities a director would in a company, such as filing accounts and the confirmation statement.

The Limited Liability Partnerships Act 2000 requires at least two designated members. If an LLP would otherwise have fewer, every member is treated as a designated member, so a shortfall on the register usually means the LLP itself is down to too few members.

What a fail looks like

The register shows fewer than two designated members. An LLP that carries on with only one member for more than six months exposes that member to personal liability for its debts.

Harmless explanations

  • A member who has just joined or been designated may not yet appear on the register.

What to do

  • Ask the LLP who its members are and whether new members are being appointed.
  • Treat the register as possibly out of date until the change is filed.

Part of the test catalogue. Every check Senserity runs, with its severity and the plan it is available on.

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