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The short answer
A UK limited liability partnership needs at least two members, at least two of them designated members at all times, a physical UK registered office and an appropriate email address; registration costs £100 by software (GOV.UK, updated 2 September 2026). Each member is taxed on their share of profits and must register for Self Assessment, and every member must verify their identity with Companies House.
Accountants, consultants, architects, lawyers and doctors who practise across the UK and Nigeria often look at a limited liability partnership (LLP) rather than a company. An LLP gives members limited liability, like a company, but is taxed like a partnership: the LLP itself does not pay Corporation Tax on its profits; the members pay tax on their shares. This guide covers forming one when some partners live in Nigeria.
The basic requirements
GOV.UK's guidance on setting up and running an LLP sets out what you need:
- Two or more members. A member can be a person or a company (a corporate member).
- At least two designated members at all times. There is no maximum, and any number of ordinary members.
- A registered office: a physical UK address in the same UK country where the LLP is registered. PO boxes are not allowed. A home address can be used but becomes public.
- An appropriate email address for Companies House.
- An LLP agreement, recommended rather than filed, covering profit sharing, decisions, members' responsibilities, and joining and leaving.
GOV.UK does not state any residence rule for members on that page. In practice partners in Lagos or Abuja can be members, but a UK address is still needed for the registered office.
What designated members do
Designated members carry the filing duties. GOV.UK lists them:
- register the LLP for Self Assessment (form SA400) and register separately as individuals;
- register for VAT if sales are expected to exceed £90,000 a year;
- appoint an auditor if needed;
- keep accounting records, prepare and sign the annual accounts and send them to Companies House;
- file the confirmation statement and report changes to the name, address, members or people with significant control.
Choose at least one designated member who lives in the UK and can handle post, deadlines and Companies House emails. Two designated members in Nigeria is lawful on GOV.UK's terms but often means missed letters.
Fees and identity verification
| Item | Fee (GOV.UK, Sept 2026) |
|---|---|
| Register an LLP by software | £100 |
| Same-day by software (apply before 3pm) | £156 |
| On paper | £124 |
| Change of name by software / same-day / paper | £20 / £85 / £30 |
Identity verification became a legal requirement on 18 November 2025, and Companies House lists LLP members among the people who must verify. A partner in Nigeria can verify through GOV.UK One Login or through an Authorised Corporate Service Provider; see verifying through an ACSP.
How members are taxed
GOV.UK says each member pays tax on their share of the profits, as in an ordinary partnership, and every member must register for Self Assessment. For a member who lives in Nigeria, the UK share of profit and the Nigerian tax position both need looking at; this is a question for an adviser in both countries. Our guides on UK-Nigeria double taxation relief and choosing a structure set out the background. This is information, not tax advice.
Example profit split (illustration only)
Three members agree in the LLP agreement to split profit 40:30:30. If the LLP makes £90,000 of taxable profit, the shares are £36,000, £27,000 and £27,000, and each member reports their own share. The agreement, not Companies House, sets the split.
LLP or limited company?
Both give limited liability and both appear on the public register. The differences that usually decide it for professionals are tax and control:
| LLP | Private limited company | |
|---|---|---|
| Who pays tax on profit | Each member, on their share, via Self Assessment | The company pays Corporation Tax; owners pay tax on salary and dividends |
| Minimum people | Two members, two designated members | One director |
| How profit is shared | Set freely in the LLP agreement | By shares and dividends |
| Typical users | Professional firms and joint ventures | Trading businesses and start-ups seeking investors |
A practice where two partners in Nigeria and one in the UK all share in profits may find an LLP easier to run fairly; a business planning to raise equity investment usually needs a company. See Corporation Tax at 19% and 25% for the company side.
Each year after registration
- File annual accounts and a confirmation statement at Companies House.
- Meet the LLP's Self Assessment obligations (it was registered on form SA400), and each member files their own return.
- Keep the members list, people with significant control and registered office up to date.
- Review the LLP agreement when a member joins, leaves or moves country.
Steps to set one up
- Agree members, designated members and the profit split in writing.
- Have each member verify their identity with Companies House.
- Secure a UK registered office and an email address that someone reads.
- Register the LLP and pay the fee.
- Register the LLP and each member for Self Assessment.
- Sign the LLP agreement and open a business account.
Where Pryme fits
Practices with clients in both countries can hold pounds and naira in one Pryme Business Account and send invoices with Invoicing. The Finance agent prepares reconciliations; a person approves above a set ceiling.
Questions people ask
How many people do I need for a UK LLP?
At least two members, and at least two designated members at all times, according to GOV.UK.
Can LLP members live in Nigeria?
GOV.UK's guidance does not set a residence rule for members, but the registered office must be a physical UK address and every member must verify their identity with Companies House.
How much does it cost to register an LLP?
£100 by software, £156 same-day by software, or £124 on paper, according to GOV.UK in September 2026.
Does an LLP pay Corporation Tax?
GOV.UK says each member pays tax on their share of the profits, and every member registers for Self Assessment.
Sources
- GOV.UK: Set up and run a limited liability partnership (updated 2 Sep 2026) · accessed Oct 2026
- Changes to UK company law: Identity verification (Companies House campaign site) · accessed Oct 2026
- Companies House blog: Using a third party provider to verify your identity (11 Dec 2025) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.