Axsuma Corporate Services Limited
This Services Schedule shall apply where the “Managed Entity” is a company (the “Company”).
LLP FORMATION SERVICES
We will arrange for a limited liability partnership to be formed in the jurisdiction of the UK in accordance with your instructions.
TRANSFER OF LLP ADMINISTRATION
We shall provide such assistance as we agree is necessary or desirable in order to transfer the administration of the LLP to us.
You will make full disclosure to us of all relevant information and documentation connected with the LLP. We will rely on the information and documentation being, to the best of your knowledge, true and correct, and we will not, unless otherwise agreed in writing, carry out a review of it.
You acknowledge and accept that the steps necessary to transfer the administration of the LLP to us will depend upon how the LLP has previously been administered. We therefore reserve the right to require you to sign additional documentation that we consider necessary in connection with the transfer.
We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by any work carried out by another corporate service provider or other third party which provided services to you or the LLP before its transfer to us.
LLP ADMINITRATION SERVICE
Where our services are provided to an LLP we shall:
create and hold the LLP’s statutory registers;
remind and advise you of the latest date on which:
any annual confirmation statement must be filed at the companies registry;
any accounts must be filed at the relevant companies registry;
prepare a minute of the first members meeting of the LLP or a written members' resolution to record the formation of the LLP;
prepare and, subject to receiving:
any information and documentation that we require to complete it, including the Unique Personal Codes of any members and persons with significant control;
any other confirmations that we request as part of our filing procedures; and
your confirmation of its accuracy and the required filing fee, file at the relevant companies registry any annual return or local equivalent statement required by the LLP’s legal domicile of incorporation;
where appropriate, prepare any notice, consent to short notice, minutes, resolutions, proxy forms or appointment of representatives required in relation to the approval of any statutory accounts; and
file the LLP’s statutory accounts, if required, at the relevant companies registry.
3.2. We shall, if required:
provide an email address as the LLP’s registered email address ("Email Address"); and
as appropriate: (i) review and seek your instructions upon correspondence received for the LLP at the Email Address and/or (ii) forward, during normal business hours, correspondence received for the LLP at the Email Address to such email address as you may from time to time notify to us in writing.
3.3. We reserve the right, upon giving you 21 days’ prior written notice, to alter any Email Address. If we so alter the Email Address we shall, at our cost, prepare the appropriate documentation and make the necessary filing at the relevant companies registry. We shall not, however, be responsible for any other costs incurred by the LLP or any other person as a result of such an alteration.
3.4. You shall:
not use the Email Address for any purpose other than as the LLP’s registered email address; and, in particular, shall not use the Email Address for any purpose connected with or for the promotion of your trading or business activities; and
provide us with an email address to which correspondence received by us at the Email Address shall be sent and give 30 days’ prior written notice to us of any change in such forwarding email address.
3.5. Any work undertaken by us not expressly referred to in this paragraph 3, does not fall within the annual fee for this service and so will be charged at our rates in force at the relevant time.
IDV SERVICE (Identity verification)
4.1. Where we agree to provide our identity and verification service (the “IDV Service”) for the purposes of the Economic Crime and Corporate Transparency Act, 2023, we shall make available our solution (the “IDV Solution”) to support the person whose identity is to be verified (the “IDV Subject”).
4.2. When the IDV Solution is made available to an IDV Subject, he or she will be required to accept additional terms and conditions relating to the use of the IDV Solution. You accept that the IDV Subject will not be able to use the IDV Solution until he or she has agreed to those terms and conditions.
4.3. If the verification process is successful, the IDV Subject shall be issued a unique identification number by Companies House. You and/or the IDV Subject shall be responsible for the holding and security of that number. It shall not be delivered to or retained by Axsuma as part of the IDV Service.
4.4. You acknowledge and accept that, when providing the IDV Service, we:
do not guarantee a successful verification or the issuing of a unique identification number by Companies House;
may, at our discretion, request additional documentation and/or information in relation to the application for verification; and
may, at our discretion, refuse to submit an application for verification to Companies House and/or withdraw the use of the IDV Solution for any reason, including where
we believe that the documentation used to support the verification is not genuine, in-date or otherwise valid;
the IDV Subject appears on any sanctions list in the UK or elsewhere; or
where any connection with criminal or fraudulent activity is detected by the IDV Solution.
4.5. You warrant that:
you have authority from the IDV Subject to instruct us to provide the IDV Service in relation to that IDV Subject;
you have made the IDV Subject aware of sub-paragraphs 1 – 7 and the IDV Subject has accepted them;
you reasonably believe that the documents used to verify the IDV Subject will be genuine, in-date and otherwise valid, and any information provided by you shall, as far as you are aware, be true and accurate in all respects; and
you reasonably believe that utilisation of the IDV Service and the IDV Solution by the IDV Subject is not intended to be for any criminal or fraudulent purpose.
4.6. Our fee for the IDV Service will provide support through the identification verification process on one occasion. If the identity of an IDV Subject cannot be verified on the first attempt, one further attempt is included in our fee. If it is not possible to complete identity verification on the second attempt, a new application must be made, and an additional fee paid. Our fee for the IDV Service is non-refundable.
4.7. We shall have no liability in relation to the IDV Service where:
the application for verification is unsuccessful except in the case of our gross negligence, fraud or wilful misconduct;
we decline to provide or withdraw the use of the IDV Service and/or the IDV Solution where you or the IDV Subject has not complied with their obligations under the Contract or where our IDV Solution detects any connection with criminal or fraudulent activity;
where the information and/or documents provided to us in connection with the application are not genuine, in-date and otherwise valid; or
where the Verification Subject does not use the IDV Service in time to comply with the requirements of the Economic Crime and Corporate Transparency Act, 2023.
REGISTERED OFFICE ADDRESS
5.1. If you so request, we shall:
provide the use of an address as your registered office (an "Address"); and
subject to sub-paragraph 3, share electronically, during normal business hours, official correspondence received for the LLP at this Address to such an email address as you may from time to time notify to us in writing.
5.2. You shall:
not use any Address for any purpose other than the stated purpose without our express permission; and in particular shall not use any Address for any purpose connected with or for the promotion of your trading or business activities; and
provide us with a postal and/or email address to which correspondence received by us at the address shall be sent and give 30 days’ prior written notice to us of any change in such forwarding address.
5.3. We reserve the right to:
open and review correspondence, including parcels, received at the address. We reserve the right to destroy mail at our discretion (e.g. unsolicited marketing circulars or where we have sent you a copy by email); and
upon giving you 21 days’ prior written notice alter any Address. We shall not be responsible for any costs incurred by the Company or any other person as a result of such an alteration.
SERVICE ADDRESS FOR MEMBERS
6.1. We shall:
provide the use of an address (a "Service Address") as the service address for those members of the LLP you have notified to us in writing. For the purpose of this paragraph, "Member" means such a person and "Members" shall be construed accordingly; and
subject to sub-paragraphs 3 and 4 forward, during normal business hours, correspondence received for any Member at this Service Address to such an email address as you may from time to time notify to us in writing.
6.2. You shall:
not, and you shall procure that each of the Members shall not, use the Service Address for any purpose other than the stated purpose and in particular shall not use any Service Address for any purpose connected with or for the promotion of the Company’s or any of the Members’ trading or business activities;
provide us with a single postal, email and/or facsimile address for all Members to which correspondence received by us at the Address shall be sent and give 30 days’ prior written notice to us of any change in such forwarding address or number; and
ensure that each Member is fully aware of any instructions that are given by the Company, or any other person upon whose instructions we are entitled to act under the terms of the Contract, in relation to the service provided under this paragraph.
6.3. We reserve the right to:
open and review correspondence, including parcels, received for any Member at a Service Address. We reserve the right to destroy mail at our discretion (e.g. unsolicited marketing circulars or where we have sent you a copy by email); and
upon giving you 21 days’ prior written notice alter any Service Address. We shall not be responsible for any costs incurred by the Company, any Member or any other person as a result of such an alteration.
6.4. You acknowledge and accept that where a Member is not easily identifiable in any correspondence received at a Service Address, we may not be able to forward the correspondence. We shall not be liable in any way to the Company, any Member or any other person for any loss or damage whatsoever arising directly or indirectly where we are not able to forward the correspondence because the Member is not easily identifiable in that correspondence.
6.5. Where any Member is not easily identifiable in any correspondence we will destroy the correspondence.
SINGLE ALTERNATIVE INSPECTION LOCATION (SAIL)
7.1. If you so request, we shall:
provide the use of an address as your single alternative inspection location ("SAIL"); and
subject to sub-paragraph 3, forward, during normal business hours, correspondence received for the LLP at the SAIL to such an email address as you may from time to time notify to us in writing.
7.2. You shall:
not use any SAIL for any purpose other than the stated purpose and in particular shall not use any SAIL for any purpose connected with or for the promotion of the trading or business activities of the LLP; and
provide us with a postal and/or email address to which correspondence received by us at the SAIL shall be sent and give 30 days' prior written notice to us of any change in such forwarding address.
7.3. We reserve the right to:
open and review correspondence, including parcels, received at a SAIL. We reserve the right to destroy mail at our discretion (e.g. unsolicited marketing circulars or where we have sent you a copy by email);
and
upon giving you 21 days' prior written notice alter any SAIL. We shall not be responsible for any costs incurred by you as a result of such an alteration.
COMMERCIAL MAIL FORWARDING
8.1. We shall:
provide the use of an address for use as a forwarding address for commercial mail ("Forwarding Address");
and
subject to sub-paragraph 3 forward, during normal business hours, correspondence received for the LLP at this Forwarding Address to such address as you may from time to time notify to us in writing.
8.2. You shall provide us with a postal and/or email address to which correspondence received by us at the Forwarding Address shall be sent and give 30 days' prior written notice to us of any change in such forwarding address.
8.3. We reserve the right to:
open and review correspondence, including parcels, received at a Forwarding Address. We reserve the right to destroy mail at our discretion (e.g. unsolicited marketing circulars or where we have sent you a copy by email); and
upon giving you 21 days' prior written notice alter any Forwarding Address. We shall not be responsible for any costs incurred by the LLP or any other person as a result of such an alteration.
AXSUMA MEMBER
9.1. We shall provide a suitable employee or corporate body to act as a member of the LLP. For the purposes of this paragraph, "Member" means such a person.
9.2. You acknowledge and agree that:
any Member may, at any time, require additional information in order to assess any request or instruction and you shall procure that any requests for information by the Member are promptly met;
any person appointed as a member owes certain duties by law to the LLP. As a result, any Member may refuse to carry out any requests or instructions made by you or on your behalf if:
(i) he regards those requests or instructions as being unlawful, unreasonable or as not promoting the success of the LLP for the benefit of the LLP’s members as a whole or are otherwise inconsistent with what the member in his absolute discretion considers to be his statutory or fiduciary duties to the LLP;
(ii) if complying with those requests would, in his opinion, compromise his professional status or standing or any guidelines for professional conduct in any jurisdiction in which the LLP or the Member is resident or domiciled or by whose regulations the Member is governed; or
(iii) any request for additional information made by the Member is not met to the Member's reasonable satisfaction;
any Member or Members shall at all times during the term of their appointment have adequate control and supervision over all of the LLP’s bank accounts. Accordingly, unless otherwise agreed in writing, you shall subscribe to our Bank account opening and administration service, as set out in this letter.
9.3. Unless otherwise agreed in writing, during the membership of any Member, the LLP shall subscribe to our Accounting and Tax Compliance Services, as set out in this letter.
9.4. We shall open and review correspondence, including parcels, which is received by us and is addressed to the LLP or the Member.
9.5. Any actions taken by any Member, including consideration of documents, instructions and requests, do not fall within the annual fee for this Service and so will be charged at our rates in force at the relevant time.
9.6. You shall ensure that there are sufficient funds in the LLP’s bank account to enable the Member or Members to meet the LLP’s obligations as they fall due. The Member(s) shall pay at their discretion fees (including any professional fees), fines, tax, or other liabilities whose non-payment might lead to the LLP either being struck off the register or incurring further liabilities, and may, at their discretion but acting in accordance with their obligations as members of the LLP, sell any assets of the LLP in order to pay such fees, fines, tax or liabilities.
9.7. We may, on giving to you at least 21 days’ prior written notice, remove any person provided by us from the office of member and replace him or it with another suitable person and shall, at our cost, provide the minutes or resolutions and forms required to effect the change. You shall, at your cost, take all steps and obtain all approvals, which are required to give effect to any such change.
INTRODUCTION TO AND LIAISON WITH THIRD PARTY MEMBERS
10.1. We shall recommend a person to be appointed as a member of the LLP. For the purposes of this paragraph, "Member" means such a person.
10.2. You acknowledge and agree that:
you shall, as soon as is reasonably practicable, enter into a separate services agreement with the Member;
we shall collect any fees and expenses charged by the Member on its behalf. Accordingly, the fees and expenses of the Member shall be invoiced by the Member to us, and we shall include those fees on our invoices to you; and
we, in our role as LLP administrator, shall promptly pass any instructions or requests received from or on behalf of the LLP to the Member but shall not be involved in or take any responsibility for the LLP's central management, operation or control. At our discretion, we may require that instructions or requests are relayed directly to the Member by you instead of through us.
10.3. You acknowledge that we shall not monitor the actions or performance of any Member and that we accept no liability for the actions or omissions of any Member whatsoever.
10.4. Any actions taken by us in our role as LLP administrator in passing instructions to the Member do not fall within the annual fee for this service and so will be charged at our normal rates in force at the relevant time.
BANK ACCOUNT APPLICATION
11.1. We shall undertake all administrative steps to open a bank account in the LLP’s name or as instructed by you.
11.2. You shall promptly provide any due diligence which is required by the bank as a pre-condition to the opening of the bank account.
11.3. You acknowledge and accept that we do not monitor the performance or stability of any bank that we introduce to you, or the stability of any jurisdiction in which such bank is located. We therefore accept no liability for any loss of funds held in any bank account of the LLP caused by or connected to the performance or stability of any such bank or the stability of any such jurisdiction.
11.4 Axsuma cannot provide any guarantee that the selected bank will agree to open a new account and for unsuccessful applications, the fees charged cannot be reimbursed.
BANK SIGNATORY SERVICES
12.1. We shall:
provide authorised signatories to operate your bank account;
provide you, based on instructions you will have provided, with copies of the bank statements if or as and when we receive them; and
subject to sub-paragraphs 2 and 4 make any payments out of the account in accordance with your written instructions.
12.2. You shall:
provide clear and timely instructions in relation to any payments out of the account which are required to be made together with full details of the reason for such payments and any supporting documentation that we may require; and
notify us in advance of any payments into the account.
12.3. We shall not undertake any transaction to or from the account other than one specifically authorised under the terms of the Contract and in accordance with your instructions including any transfer between accounts under our control which would either prevent the LLP incurring an interest charge or result in any account benefiting from a higher interest rate.
12.4. We are subject to anti-money laundering and other financial crime legislation in the UK which requires us to carry out certain compliance checks including obtaining sufficient information to understand the source and purpose of any funds passing through any bank account to which we provide signatories. Accordingly, we may ask for further information and documentation before processing any transaction and we may refuse to implement any requested transaction.
12.5. You acknowledge and accept that we do not monitor the performance or stability of any bank that we introduce to you, or the stability of any jurisdiction in which such bank is located. We therefore accept no liability for any loss of funds held in any bank account of the LLP caused by or connected to the performance or stability of any such bank or the stability of any such jurisdiction.
ACCOUNTING SERVICES
13.1. The members of the LLP are required to prepare financial statements for each financial year, which give a true and fair view of the state of the LLP and of the profit or loss of the LLP for that period. In preparing those financial statements, the directors are required to:
select suitable accounting policies and reporting standards and then apply them consistently.
make judgements and estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the LLP will continue in business.
13.2. The members are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the LLP and enable financial statements to be prepared which comply with the Companies Act 2006 (the “Act”). The members are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
13.3. The members are responsible for determining whether, in respect of the year, the LLP meets the conditions for exemption from an audit set out in the Act, namely that it qualifies as a small LLP, or in the case of a LLP that is a member of a group that qualifies as small, meeting at least 2 of the following conditions:
its turnover in that year is not more than £15 million (where the LLP’s financial year commenced before 6 April 2025 this figure is £10.2 million);
(b) its balance sheet total for the year is not more than £7.5 million (where the LLP’s financial year commenced before 6 April 2025 this figure is £5.1 million); and
(c) it has less than 50 employees.
13.4. The members are responsible for determining whether, in respect of the year, the exemption is not available for any of the reasons set out in the Act.
13.5. The exemption is available only if the members sign a statutory declaration on the balance sheet.
Your responsibilities
13.6. To enable us to carry out our work you agree:
to make available to us as and when required, all the LLP’s accounting records and related financial information, as well as any other documentation we decide is necessary to carry out our work. You will make full disclosure to us of all relevant information and documents. We will rely on the information and documents being true, correct and complete and we will not audit the information or those documents;
that you will approach such third parties as may be appropriate for information that we both consider necessary to deal with the LLP’s accounts;
to provide us with the information in sufficient time for the LLP’s accounts to be completed and submitted by the due date following the end of the accounting period. In order that we can do this, we need to receive all relevant information within 3 months of the LLP’s year end. Information received after 3 months deadline will incur additional time spent and will be charged at our rates in force at the relevant time;
to review the draft accounts in relation to the LLP’s business affairs and statutory position; and
to obtain answers to queries and additional records as required.
Our responsibilities as accountant
13.7. If the LLP is exempt from audit, our only responsibilities arise from those specifically agreed upon between us in respect of our professional services.
13.8. We do not have any responsibility to report whether any member of the LLP has notified the LLP that he or she requires an audit. Consequently, we have no responsibility to carry out any work in respect of this matter.
13.9. Should our work indicate that the LLP is not entitled to exemption from an audit of the financial statements, then we will inform you of this. In these circumstances, if appropriate, we will discuss with you the need to appoint suitable auditors.
13.10. We have a professional duty to prepare financial statements that conform with generally accepted accounting principles. Furthermore, the members have a duty to prepare financial statements that comply with the Act and applicable accounting standards. Where we identify that the financial statements do not conform to accepted accounting principles or if the accounting policies adopted are not immediately apparent, this will be made clear in our report, if it is not clear in the financial statements.
Scope of accountancy work
13.11. Our work will not be an audit of the financial statements in accordance with auditing standards. Accordingly, we will not obtain any evidence relating to entries in the accounting records, or to the financial statements or to the disclosures in the financial statements. Nor will we make any assessment of the estimates and judgments made by you in the preparation of the financial statements. Consequently, our work will not provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, or other irregularities or error. In addition, we have no responsibility to determine whether you have maintained proper accounting records in accordance with the Act and we will not address this point unless you specifically request us in writing to do so.
13.12. Since we have not carried out an audit, nor confirmed in any way the accuracy or reasonableness of the accounting records maintained by the LLP, we are unable to provide any assurance as to whether the financial statements that we prepare from those records present a true and fair view.
13.13. Where you ask us to liaise with the LLP’s auditors, this shall not form part of our annual fee and will be charged on a time spent basis at our rates in force at the relevant time.
13.14. As part of our normal procedures when preparing the financial statements we will usually attach a representation letter addressed to them. This representation letter will state that they have been prepared from the books and records of the LLP and from information supplied by the members.
13.15. As part of our normal procedures, we may request you to provide written confirmation of any information or explanations given to us orally during the course of our work.
TAX COMPLIANCE
14.1. We will complete and file the form SA401/SA402 with HMRC for newly incorporated companies. We will also complete form 64-8 to authorise HMRC to send us copies of formal notices.
14.2. Under our engagement with the LLP we will prepare the UK income tax computations based on the accounts of your LLP from the accounting records and other information and explanations provided by you.
14.3. Under our engagement with the LLP we will prepare the LLP’s annual partnership tax return, including the LLP statement of total income, gains, losses, tax credits and charges for each period of accounting ending in the return period.
14.4. We will send you the tax return and supporting schedules for you to approve and sign. We will then submit it to HMRC.
14.5. We will advise you as to possible claims and elections arising from the tax return and from information supplied by you. Where instructed by you, we will make such claims and elections in the form and manner required by HMRC.
14.6. We will prepare the tax return on the basis the LLP does not make or receive any distributions or receives or pays any interest or similar amounts under deductions of tax. You must inform us immediately if the LLP makes or receives any distributions, or receives or pays any interest or similar amounts under deduction of tax.
14.7. Should this LLP become taxable in the UK due to, for example, issues of UK control or UK based income, gains or asset ownership, we will supply you with a schedule of LLP income etc for your compliance purposes.
14.8. We can, if requested, advise you on your tax position in the UK as a separate assignment on behalf of this LLP, if required, to cover all corporate compliance issues.
14.9. We will deal with all communications relating to the LLP return addressed to us by HMRC or passed to us by you and advise you accordingly. However, if HMRC choose the LLP tax return for enquiry or investigation this work may need to be the subject of a separate assignment in which case we will require further instructions from you.
Your responsibilities - provision of information by you
14.10. You are legally responsible for making correct and complete returns by the due date and for payment of tax on time. Failure to meet the deadlines may result in automatic penalties, surcharges and/or interest.
14.11. You are responsible for your own tax affairs in relation to income which is not subject to UK tax. You are responsible for declaring the place of management and control of the LLP and any changes affecting the tax residency of the LLP.
14.12. To enable us to carry out our work, if appropriate, you agree:
that all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions;
to provide full information necessary for dealing with your affairs: we will rely on the information and documents being true, correct and complete and will not audit the information or those documents;
that we can approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs;
to provide us with information in sufficient time for your tax return to be completed and submitted by the relevant due date. In order that we can do this, we need to receive all relevant information within a reasonable agreed period following the year end;
to forward to us on receipt copies of all HMRC statements of account, notices of assessment, letters and other communications received from HMRC to enable us to deal with them as may be necessary within the statutory time limits; and
to keep us informed about significant changes in your circumstances if they are likely to affect your tax position.
Other services and general tax advice
14.13. We will be pleased to assist the LLP generally in tax matters if you so require. To enable us to do this you will need to instruct us in good time.
14.14. It is our policy to confirm in writing advice upon which you may wish to rely.
14.15. Because tax rules change frequently you must ask us to review any advice already given if a transaction is delayed, or if an apparently similar transaction is to be undertaken.
Investment advice
14.16. Investment business is regulated under the Financial Services and Markets Act 2000. We are not authorised under that Act.
Tax inspections by HMRC
14.17. Where the LLP is selected for a corporation tax inspection by HMRC we will:
provide notification to you of the inspection;
attend any meeting that HMRC require us to attend; and
reply to any queries raised by HMRC before, during or after the inspection visit.
14.18. Any work that we carry out in relation to a corporation tax inspection is not covered by the annual fee. We will charge for any work that we carry out on a time incurred basis.
14.19. To assist us in relation to a corporation tax inspection you agree to provide us with such information and documentation as we reasonably require in sufficient time for us to respond to HMRC’s queries. We will rely on the information and documents being true, correct and will not audit the information or those documents.
iXBRL SERVICES
15.1. We will convert your full financial statements into that format, being the iXBRL format, required to enable the LLP to file its tax return. We will then file your return.
Your responsibilities – provision of information by you
15.2. The LLP is legally responsible for making correct returns by the due date and for the payment of tax on time. Failure to meet the deadlines may result in automatic penalties and/or interest.
15.3. To enable us to carry out our work you shall supply us with the LLP’s full financial statements. We will rely on the full financial statements supplied to us being true and correct and we will not audit them.
VALUE ADDED TAX (VAT)
16.1. You have asked us to undertake the LLP’s VAT registration. At the time of this letter you are not yet VAT-registered. After registration we will undertake the completion of your VAT returns and your EC Sales Lists (if required) commencing with the first return period following VAT registration. We cannot be held responsible for any penalties or default surcharges arising from the late submission of VAT returns. However, we will endeavour to meet the relevant deadlines if we receive all the LLP’s VAT records within 14 days of the end of the VAT return period. Failure to share all relevant records within 14 days of the end of the VAT return period will result in additional time spent and fees will be charged at our rates in force at the relevant time
16.2. When the VAT return has been completed from the information supplied we will sign the form and any EC Sales List as the LLP’s agent and submit the returns to HMRC. We will send a copy of the submitted forms to you. If you consider the returns to be incorrect please contact us immediately.
16.3. You undertake that you/your staff will ensure that:
all relevant VAT records are forwarded to us within 14 days of the end of the VAT return period;
valid VAT invoices are received for all payments and sales where VAT is being reclaimed or declared;
the VAT rating of supplies is correctly dealt with, i.e. between positive and zero rates and exempt supplies;
we are notified in writing of any positive-rated own consumption;
any input VAT on non-business expenditure is clearly marked on supporting invoices;
we are notified each quarter of any payments to or for the benefit of directors or staff for fuel used for private mileage, together with the business mileage of each such person, for each quarter; and
all supplies made by the business are shown in the records made available to us.
(h) you will notify us immediately if you become aware that there is a change to the companies VAT registration threshold. Failure to notify us in a timely manner will result in additional time spent and fees will be charges at our rates in force at the relevant time
16.4. Further, as the returns are prepared solely on the basis of information provided by you, we can accept no responsibility for VAT liability arising due to inaccuracies or omissions in your accounting procedures which may lead to a misdeclaration whether or not it is one on which penalties and interest may arise.
VAT inspections by HMRC
16.5. Where the LLP is selected for a VAT inspection by HMRC we will:
provide notification to you of the inspection;
attend any meeting that HMRC require us to attend; and
reply to any queries raised by HMRC before, during or after the inspection visit.
16.6. Any work that we carry out in relation to a VAT inspection is not covered by the annual fee. We will charge for any work that we carry out on a time incurred basis.
16.7. To assist us in relation to a VAT inspection you agree to provide us with such information and documentation as we reasonably require in sufficient time for us to respond to HMRC’s queries. We will rely on the information and documents being true, correct and will not audit the information or those documents.
PAYROLL AND YEAR END RETURN
17.1. We will arrange the maintenance of the LLP’s payroll records, supply you or your employees (as previously agreed) with completed monthly payslips. We will supply you with payroll reports on a monthly basis showing the breakdown of gross wages and taxes payable per employee alongside the P32 which shows how much should be paid to HMRC. In the email enclosing these reports we will highlight the amount payable and provide you with the payment deadline. We will then submit the monthly Real Time Information (RTI) to HMRC through our systems. At the end of the tax year we will complete your year end return forms and submit them electronically to HMRC. We will also supply to you or your employees their annual P60s.
17.2. If the LLP has a pension scheme, which is subject to auto-enrolment as part of maintaining the LLP’s payroll records, we will also ensure the pension contributions are included as specified by the agreement between the pension provider, LLP and employee.
17.3. In order for us to prepare your payroll and year end returns we will require the following information from you:
personal details of all employees (i.e. name, NI number, home address, etc);
all or any P45s received by you;
where P45s are not available a new starter form will be provided for your completion;
notification within two weeks of any employee who is ill for more than four or more calendar days, including weekends, bank holidays etc. This will enable us to operate statutory sick pay for you;
notification of any employee who becomes pregnant. This will enable us to operate statutory maternity pay;
details of any money or benefits made available to employees by you or by a third party through you (including scheme numbers and contacts for third party suppliers of childcare vouchers and pensions);
hours worked, rates of pay, bonuses etc;
notification of employees engaged by you or leaving your employment;
contracts of employment for each employee;
any notice of coding received by you;
details of your pension provider; and
confirmation of the rates that should be used for each employee when calculating the pension contributions.
Please ensure that any new employee’s details are shared with us at least 3 weeks in advance of their first pay run to ensure we have sufficient time to set up and process the payroll. If we are not informed at least 3 weeks in advance, we cannot guarantee the individual’s salary will be processed in the next monthly payroll.
17.4. Where changes are required to the pension amounts we reserve the right to charge additional fees for this work on a time spent basis. This will be discussed with you before the work is undertaken.
17.5. Where you have nominated us to communicate with your pension provider on your behalf and appointed us as a named administrator with the pension provider, we reserve the right to charge additional fees on a time spent basis for any tasks that are required as administrator.
17.6. You will be responsible for completing the checks on a new employee’s eligibility to live and work in the UK in accordance with the Government’s Code of Practice ‘Preventing Illegal Working’ and sections 15 to 25 of the Immigration, Asylum and Nationality Act 2006.
17.7 Unless we instructed otherwise, we usually run monthly payroll on the last working day of the month and employees will receive their payslip via a Xero portal.
P11D benefits for directors/officers and higher paid employees
17.8. We will need to be informed at the beginning of each tax year of any benefits that are received as these will need to be calculated via monthly payroll. Previous use of the form P11D for higher-paid employees can no longer be used at the end of the given tax year.
17.9. You agree to supply us with complete and accurate details of all benefits and expenses for the tax year (not the accounts year) within 14 days of the end of the tax year.
ANNUAL COMPLIANCE FEE
Standard customer due diligence measures
18.1. We are legally obliged, under applicable anti-money laundering legislation, including The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 of the UK (the “Applicable AML Law”), to:
apply customer due diligence measures (“CDD measures”) when a client establishes a business relationship with us; and
conduct ongoing monitoring of the business relationship, including (i) scrutiny of transactions undertaken throughout the course of the relationship; and (ii) undertaking reviews of existing records and keeping the documents or information obtained for the purpose of applying CDD measures up-to-date.
Enhanced customer due diligence measures for politically exposed persons
18.2. In addition, we are obliged under the Applicable AML Law to manage the enhanced risks arising from a business relationship with a politically exposed person (“PEP”) by having in place appropriate risk-management systems and procedures to:
determine whether a customer or the beneficial owner of a customer, or a person otherwise connected the LLP, is a PEP; and
manage the enhanced risks arising from our business relationship or transactions with such a customer.
18.3. Accordingly, to have, or to continue, a business relationship with a PEP, in addition to applying the standard CDD measures referred to above, we must:
have approval from senior management for establishing or continuing the business relationship with the LLP/PEP;
take adequate measures to establish the source of wealth and source of funds which are involved in the proposed business relationship or transactions with the LLP/PEP; and
where the business relationship is entered into, conduct enhanced ongoing monitoring of the business relationship with the LLP/PEP.
18.4. Given the enhanced procedures we are required to have in place, where one or more PEPs are connected with the LLP, we reserve the right to charge a higher annual compliance fee. Any such higher fee will be communicated in writing to you.
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