Company |
Limited Liability
Partnership |
Partnership |
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1 |
Divorcing Ownership from Management |
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1.1 |
A company is a legal entity separate from its directors and shareholders. A corporate structure enables the ownership of the business in the hands of the shareholders to be kept separate from the management of the firm (the directors). It is possible to have different categories of shares with different rights and also certain restrictions on the transfer of shares. |
An LLP is a legal entity, separate from its members. The ownership and the management can be kept separate if desired. The notes on tax below assume the members are all individuals. |
Group of persons with ownership and management likely to be the same. The notes on tax below assume the partners are all individuals. |
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1.2 |
Shareholders who are also employees or office holders can receive two forms of income, (i) their return on capital invested in the business, normally paid as dividends on their shares and (ii) their remuneration for the current tasks that they carry out. However it may be possible to accumulate profits within the company at a lower rate of tax to achieve similar result. As for LLP. than for a partnership, thus possibly offering a cheaper source of capital than for LLP and partnership structures. See section 5 for further details. |
Partners or members receive a share of the profits of the business although the profit shares can be based on both capital invested and work carried out. From 6 April 2014 it is expected that there will be specific rules for assessing whether an LLP member is to be assessed for income tax as an employee of the partnership |
As for LLP, but there are no new rules applying from 6 April 2014 for assessing whether a partner is an employee. |
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1.3 |
Growth in value of the business is shared between all shareholders (according to the rights attaching to the shares) and not necessarily restricted to a small number of "funding" partners/members. It would be possible for different classes of shareholder to have different shares. |
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1.4 |
Share ownership allows the shareholder to participate in and benefit from future growth in the value of the business. There is the added advantage that on departure or retirement or when shares are sold this "growth" may be crystallised and not confined to a refund of capital contributed. |
Goodwill can be valued on exit to achieve similar result. |
As for LLP |
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