MKB Juristen drafts custom legal documents
It is best not to cobble together or copy important contracts, terms and conditions, and other legal documents yourself. We help entrepreneurs on a budget with customized legal solutions, clear costs upfront, and practical explanations.
- Custom contracts, terms and conditions, and legal documents
- Budget-friendly and clear about the costs upfront
- Request a free consultation or a no-obligation quote
An LLP (Limited Liability Partnership) is a British form of partnership with limited liability — comparable to a Dutch general partnership (VOF) but with liability protection. Less common for Dutch entrepreneurs than a private limited company (BV), but relevant for UK operations or specific tax optimization. Since Brexit: attention to various legal frameworks. Below are characteristics, tax implications, and when an LLP is advantageous.
The short answer
- What: British limited liability partnership form.
- Similar to: Dutch general partnership or limited partnership, but with liability protection.
- Taxation: fiscally transparent — profit is taxed at the partner level.
- Usage: less common than BV for Dutch entrepreneurs; relevant for UK activity.
- Brexit attention: UK has been non-EU since 2021.
What is an LLP?
LLP = Limited Liability Partnership, legal form under UK law (LLP Act 2000). Characteristics:
- Two or more partners (designated members).
- Limited liability for partners (such as a BV).
- Tax transparent — profit is taxed directly at the partners' level.
- No shareholders, no shares.
- Flexible Partnership Agreement (LLP Agreement).
Difference compared to Dutch legal forms
| Aspect | NL BV | UK LLP |
|---|---|---|
| Liability | Limited | Limited |
| Ownership | Shares | Partnership share |
| Tax | Corporate income tax (19-25.8%) | Transparent — partners themselves |
| Management | Drivers | Designated members |
| Annual accounts | File with the Chamber of Commerce | Filing Companies House |
| Establishment | Notary NL | UK Companies House |
When is LLP advantageous?
- UK activity primarily: easier banking and relationships.
- Professional services: lawyers, accountants often via LLP.
- Tax transparency desired: for specific tax planning.
- International partnership: with partners in various countries.
Not advantageous with:
- Pure Dutch activity (BV more common and simpler).
- Investment vehicle (BV with holding structure more efficient).
- Simple freelance work (sole proprietorship sufficient).
Establishment of LLP
- 2+ designated members (at least 1 individual or 1 corporate).
- UK registered office.
- LLP name (unique at Companies House).
- Draft LLP Agreement (internal document, not public).
- Online registration at Companies House (£12 electronic, £40 paper).
- UTR (Unique Taxpayer Reference) from HMRC.
Turnaround time: 24 hours electronically to 1 week. Much faster and cheaper than Dutch BV incorporation via a notary.
Brexit aspects
Since 2021 UK = non-EU:
- The UK-LLP is treated as a foreign company by the Dutch Tax and Customs Administration.
- The Netherlands-UK tax treaty governs double taxation.
- No more EU freedom of establishment.
- Substantive requirements for recognition more important.
- Data transfer NL-UK under GDPR scrutiny (adequacy decision).
Tax aspect for Dutch partners
NL-resident partner in UK-LLP:
- The profit share is taxed in the Netherlands (Box 1 business or Box 3).
- UK may levy limited tax — treaty prevents double taxation.
- Tax returns in both countries (UK self-assessment, Dutch income tax).
For complex situations: an international tax specialist is essential.
Honest recommendation
LLP is a niche form for Dutch entrepreneurs — relevant for UK activities or international partnerships. For regular Dutch businesses: the BV remains simpler and more common. For lawyers, accountants, or consultants with a UK presence: LLP can be advantageous. Invest in an international legal counsel and tax specialist (€5,000-€15,000 in advice) for the right choice and setup. Since Brexit: extra care is required regarding cross-border structures.
For other topics: what is a BV, BV from abroad and business translations.
Frequently Asked Questions
Limited Liability Partnership — British partnership form with limited liability. Comparable to the Dutch general partnership but with liability protection. Tax transparent: profit is taxed directly at the partners' level.
BV for Dutch activities: simpler, more common, corporate income tax. LLP for UK activities or international partnerships: transparent taxation, professional services. In case of doubt, consult an international lawyer for the specific choice.
2+ designated members, UK business address, unique LLP name, draft LLP Agreement, online registration with Companies House (£12 electronic), apply for UTR at HMRC. Processing time 24 hours to 1 week.
Share of profit taxed in the Netherlands (Box 1 enterprise or Box 3). The UK may levy limited taxes; the NL-UK treaty prevents double taxation. Returns must be filed in both countries. For complex situations: consult an international tax specialist.
UK = non-EU since 2021. The Dutch Tax and Customs Administration treats UK LLP as a foreign company. No EU freedom of establishment. Substantial requirements are more important. GDPR aspects regarding data transfer NL-UK.
Lawyers, accountants, consultants — especially in the UK with international partners. Tax transparency prevents double taxation (corporate income tax + dividends) on professional services.
Companies House: £12 electronic registration. LLP Agreement: €2,000-€10,000 via legal counsel. International tax advice: €3,000-€10,000. Ongoing: annual accounts filing with Companies House (additional costs).
