Jurisdiction(s):
United Kingdom

Key definition

Limited Liability definition

What does Limited Liability mean? In legal practice, limited liability means an owner’s personal exposure for a business’s debts is capped because the business has a separate legal personality. In a company limited by shares, a shareholder’s liability is limited to any unpaid amount on their shares. In a company limited by guarantee, a member’s liability is limited to the sum they agree to contribute on a winding up. These outcomes are set by statute (UK Companies Act 2006; Irish Companies Act 2014) and are broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland. Related forms include UK limited liability partnerships...

UK LLPs in property businesses: direct tax transparency, member taxation, CGT and ATED treatment, key anti-avoidance and compliance points, and exceptions to transparency

Published by a LexisNexis Tax expert

Practice notes

Alongside limited partnerships (LPs), Limited Liability partnerships (LLPs) commonly serve as vehicles for owning UK real estate. This Practice Note considers the direct tax position (ie corporation tax, income tax and Capital gains tax (CGT)) and the annual tax on enveloped dwellings (ATED) for a UK LLP in a property setting. In this note, CGT denotes capital gains tax and corporation tax on chargeable gains, unless indicated otherwise. For wider guidance on the taxation of an LLP, see Practice Note: Taxation of UK LLPs. The direct tax treatment of an LP in a property context is addressed in Practice Note: Tax treatment of a UK limited partnership. The indirect tax treatment (ie VAT and SDLT) of an LLP differs from the direct tax position and sits outside the scope of this Practice Note. For further information, see Practice Notes:

Partnerships and VAT
SDLT and partnerships—General Principles and ordinary transactions

As with other forms of partnership, including LPs, an LLP is generally regarded as transparent for direct tax purposes...

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Charles Goddard

Rosetta Tax

Charles is a solicitor at Rosetta Tax Limited, which specialises in corporate tax advice to businesses and professional services firms. He has a broad range of tax advisory expertise, having acted for a variety of UK-based and international financial institutions and listed companies. He has particular expertise in the real estate and finance sectors, with a strong focus on the taxation of insolvency and restructuring transactions.Charles was for six years until 2012 a tax partner at Berwin Leighton Paisner LLP. Prior to joining BLP, he spent eight years at Slaughter and May as a trainee and associate in their Tax group. He is recommended by both Chambers and Partners and Legal 500....

Web page updated on 21/05/2026

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