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How do I change a limited partnership to limited company in UK?

The two are incompatible so you need to dissolve the partnership first then open a new limited liability company.Dissolving a limited partnershipYou can dissolve your limited partnership for any number of reasons - for example financial reasons, business purposes or personal disagreements. For limited partnerships, the dissolution must be handled by the general partners unless the court decides otherwise.A limited partnership cannot be dissolved through any of the following circumstances:a limited partner giving notice - unless there is a previous agreement between the partnersa limited partner offering his share as security for a debt - unless there is a previous agreement between the partnersthe death or bankruptcy of a limited partnera limited partner is considered a 'person of unsound mind' - unless their share cannot be determinedNotifying Companies HouseThe general partners are responsible for filing Forms LP5 and LP6 at Companies House even if accountants or other professionals have helped in their preparation.The Limited Partnerships Act 1907 provides for the levying of penalties for failing to send the required forms to the Registrar.There is no specific requirement for you to notify Companies House when dissolving a limited partnership. However, if you do notify Companies House of the dissolution of your limited partnership by filling in a form LP6, it will be accepted in good faith but the name will still remain on the index of live company names.How to set up a limited companyAside from the sole trader route, the limited liability company is the most popular business structure in the UK.With a limited company, the liability of company directors is ‘limited’ in that the company’s finances are separate from the personal finances of the business owner. This is not the case for those who run their business as a sole trader (self employed).Limited company shareholders are not responsible for any debts run up by the business, although banks may ask company directors to provide loan guarantees for commercial loans or credit taken out in the company’s name.If you want to set up a limited company right away, you can do this easily online.Registering a new limited company – the company formation processCompanies House is the regulatory body for the registration of all limited companies in the UK, and maintains the registry of companies.Before you can start a business as a limited company, the company itself has to be registered with Companies House.Registering a new company is a relatively simple process. You can either do this yourself, ask your accountant to do it for you, or do it all through a company formations agent.The most popular option is to use a company formation agent. They allow you to complete the entire registration process online, and it can all be completed in a matter of hours.Documents you will need to complete to register a limited companyWhen you are registering a new limited company, the following documents have to be completed and returned to Companies House:Memorandum of Association – this includes the names and addresses of the subscribers who are forming the limited company.Articles of Association – outlines the directors’ powers, and any shareholders’ rights, etc.Form IN01 – contains details of the director(s), company secretary (optional), details of any shareholders, and details of the share capital (if it is a company limited by shares).Company formation agents will have ready-made copies of these documents.The Companies House website provides detailed guidance and FAQ’s which describe all aspects and requirements of the registration process, including the limitations imposed on company names, and the payment required to complete the registration process.Types of limited companyPrivate Limited Companies, the most typical set up for small UK businesses cannot offer shares to the public, but may have any number of shareholders.Each limited company must have at least one director. Following the implementation of the Companies Act 2006, having a company secretary is no longer a legal requirement, although you may wish to appoint one.Unlike limited liability companies, public limited companies (PLCs) are allowed to offer their shares to the public in order to raise funds. A PLC must have at least 2 directors to make management decisions, and a company secretary.Requirements of Limited CompaniesThere are some high level requirements which all limited companies must fulfil:The company must be registered at Companies HouseThe company’s annual accounts must be filed at Companies HouseAn Annual Return (Form AR01) must be completed each year to ensure Companies House records the most up-to-date information about the company. This is subject to a modest annual fee.HMRC must be informed if the company has any profits or taxable income on an annual basis.Every limited company must complete an annual corporation tax return. Any liabilities must be paid within 9 months of the company year end.All company employees must pay income tax andNational Insurance Contributions (NICs)

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