Limited Liability Partnership (LLP)

What is an LLP?

A Limited Liability Partnership (LLP) is a British legal structure that falls somewhere between the Dutch VOF or maatschap and the private limited company (besloten vennootschap, BV).

• Like the VOF or maatschap, it is a cooperation between at least 2 (legal) persons.
• Like the BV, the LLP is a legal personality. So, the LLP is liable for any debs rather than you personally.

The Netherlands has no legal structure that combines these characteristics. But the LLP is fully recognised in our country. It can be a suitable legal structure for a cooperation between small entrepreneurs.

Members and designated members

You can start an LLP with a minimum of 2 people, the members. There are ‘regular’ members and designated members. The designated members are responsible for the financial administration of the LLP and filing the financial statement, among other things.

Each LLP has at least 2 designated members. There is no set maximum number of members.

Setting up an LLP

Register your LLP in the British business register

Because the LLP is a British legal structure, you need to set it up in the UK first. You can register your LLP yourself, or you can use a formation agent to do it for you.

Your LLP has to have a registered office in the UK. Usually, an intermediary takes care of such a postal address.

You submit an incorporation document, which is registered in the British business register, Companies House.

Register your LLP at the Netherlands Chamber of Commerce KVK

After the incorporation in the United Kingdom, you need to register your LLP at KVK. To do so, you need:

• a certificate of incorporation
• a formation contract (LLIN01)
• an extract from the UK Business Register (current appointments report)
• a completed KVK registration form for a foreign business

Costs and obligations of an LLP

Incorporating an LLP comes with obligations and costs, some of which recur annually:

• Registering of the LLP in the British business register
• Drawing up and filing the financial statement
• Annual maintenance of the LLP in the British business register (confirmation statement)
• Any maintenance costs, if you have been assisted by intermediaries.
• You pay a one-time registration fee for registration at KVK.

Find out more about the obligations under an LLP on the UK government’s website.

Taxes

You only pay taxes in 1 country

If your business operates in the Netherlands, the LLP does not have to pay tax in the UK. But you must submit a financial statement to the UK Business Register within 9 months of the end of the financial year.

LLP taxes in the Netherlands

An LLP from the UK that is established in the Netherlands must pay corporate income tax (vennootschapsbelasting). Since 2025, the Netherlands Tax Administration regards the UK LLP as a foreign legal structure that is not comparable to a Dutch legal structure (in Dutch).

LLP taxes in the UK

Is your business mainly active in the United Kingdom, and are you required to pay tax there? The LLP in the UK is ‘fiscally transparent’ by law. This means that the income taxes are paid by you as a member and not the LLP itself.

Personal liability

As a member of an LLP you are not personally liable for debts of the LLP. Unless serious mismanagement has taken place. The liability is with the LLP itself, as with a BV.

But, as a member you are liable for any professional errors you make. Ask for legal information about what limited liability means for you in your specific case.

Important to note: British law

The LLP is a British legal structure. The rules and formal obligations are subject to British law. This regards:

• incorporation
• management
• liability
• ending the business

If something goes wrong regarding those aspects, you have to go to court in the UK. Other legal issues, such as bankruptcy or conflict between partners, are subject to Dutch law.