Regulation 32 Requirement to register LLP charges

Sections 860 to 862 apply to LLPs, modified so that they read as follows—

“Charges created by an LLP

860.

(1)
An LLP that creates a charge to which this section applies must deliver the required particulars of the charge, together with the instrument (if any) by which the charge is created or evidenced, to the registrar for registration before the end of the period allowed for registration.

(2)
The required particulars are those prescribed by regulation 2 of the Companies (Particulars of Company Charges) Regulations 2008 (S.I. 2008/2996).

(3)
Registration of a charge to which this section applies may instead be effected on the application of a person interested in it.

(4)
Where registration is effected on the application of some person other than the LLP, that person is entitled to recover from the LLP the amount of any fees properly paid by him to the registrar on registration.

(5)
If an LLP fails to comply with subsection (1), an offence is committed by—

(a)
the LLP, and

(b)
every member of it who is in default.

(6)
A person guilty of an offence under this section is liable—

(a)
on conviction on indictment, to a fine;

(b)
on summary conviction, to a fine not exceeding the statutory maximum.

(7)
Subsection (5) does not apply if registration of the charge has been effected on the application of some other person.

(8)
This section applies to the following charges—

(a)
a charge on land or any interest in land, other than a charge for any rent or other periodical sum issuing out of land,

(b)
a charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale,

(c)
a charge for the purposes of securing any issue of debentures,

(d)
a charge on book debts of the LLP,

(e)
a floating charge on the LLP’s property or undertaking,

(f)
a charge on a ship or aircraft, or any share in a ship,

(g)
a charge on goodwill or on any intellectual property.

Charges which have to be registered: supplementary

861.

(1)
The holding of debentures entitling the holder to a charge on land is not, for the purposes of section 860(8)(a), an interest in the land.

(2)
It is immaterial for the purposes of this Chapter where land subject to a charge is situated.

(3)
The deposit by way of security of a negotiable instrument given to secure the payment of book debts is not, for the purposes of section 860(8)(d), a charge on those book debts.

(4)
For the purposes of section 860(8)(g), “intellectual property” means—

(a)
any patent, trade mark, registered design, copyright or design right;

(b)
any licence under or in respect of any such right.

(5)
In this Chapter—

“charge” includes mortgage, and

“LLP” means an LLP registered in England and Wales or in Northern Ireland.

Charges existing on property acquired

862.

(1)
This section applies where an LLP acquires property which is subject to a charge of a kind which would, if it had been created by the LLP after the acquisition of the property, have been required to be registered under this Chapter.

(2)
The LLP must deliver the required particulars of the charge, together with a certified copy of the instrument (if any) by which the charge is created or evidenced, to the registrar for registration.

(3)
The required particulars are those prescribed by regulation 4 of the Companies (Particulars of Company Charges) Regulations 2008 (S.I. 2008/2996).

(4)
Subsection (2) must be complied with before the end of the period allowed for registration.

(5)
If default is made in complying with this section, an offence is committed by—

(a)
the LLP, and

(b)
every member of it who is in default.

(6)
A person guilty of an offence under this section is liable—

(a)
on conviction on indictment, to a fine;

(b)
on summary conviction, to a fine not exceeding the statutory maximum.”.