The Limited Liability Partnerships (Amendment) Regulations 2005

Schedule 1 to the principal regulations (modifications to provisions of Part 7 of the 1985 Act as applied to limited liability partnerships) is amended in accordance with Schedule 1 to these Regulations.

Schedule 3 to the principal regulations (modifications to provisions of the 1986 Act as applied to limited liability partnerships) is amended in accordance with Schedule 2 to these Regulations.

In a case where a petition for an administration order has been presented before the commencement date, the amendments to the principal regulations made by regulation 3 shall have no effect.

Schedule 1 to the principal regulations is amended as follows.

After the entry relating to section 225 of the 1985 Act (alteration of accounting reference date) insert—

“

Provision of Part 7	Modification
Section 226 (duty to prepare individual accounts)f1	Omit subsection (3).
Section 227 (duty to prepare group accounts)f2	Omit subsection (4).

”.

After the entry relating to section 228 of the 1985 Act (exemption for parent companies included in accounts of larger group) insert—

“

Provision of Part 7	Modification
Section 228A (exemption for parent companies included in non-EEA group accounts)f1	Omit subsection (4).

”.

For the entry relating to sections 234 (duty to prepare directors' report) and 234A (approval and signing of directors' report) of the 1985 Act substitute—

“

Provision of Part 7	Modification
Sections 234 to 234ZZB (duty to prepare directors' report)f1	Omit sections 234 to 234ZZB.
Section 234ZA (statement as to disclosure of information to auditors)f2	Omit section 234ZA.
Section 234A (approval and signing of directors' report)f3	Omit section 234A.
Sections 234AA (duty to prepare operating and financial review) and 234AB (approval and signing of operating and financial review)f4	Omit sections 234AA and 234AB.
Sections 234B (duty to prepare directors' remuneration report) and 234C (approval and signing of directors' remuneration report)f5	Omit sections 234B and 234C.

”.

In the entry relating to section 235 of the 1985 Act (auditors' report)^f1, for “subsection (3)”, in both places where it occurs, substitute “subsections (3) to (5)”.

In the entry relating to section 238 of the 1985 Act (persons entitled to receive copies of accounts and reports)^f1 after the entry relating to subsection (1) insert—

“

subsection (1A)

Omit subsection (1A)(b) to (d).

”.

For the entry relating to subsection (1) of section 239 of the 1985 Act (right to demand copies of accounts and reports)^f1 substitute—

“

subsection (1)

(a) Omit paragraphs (b), (ba) and (c), and (b) in paragraph (d), omit the words from “and that directors' report” to the end.

”.

In the entry relating to section 240 of the 1985 Act (requirements in connection with publication of accounts)^f1, for the modification to subsection (3)(d) substitute “(b) omit paragraph (e), and”.

After the entry relating to section 241 of the 1985 Act (accounts and report to be laid before general meeting) insert—

“

Provision of Part 7	Modification
Section 241A (members' approval of directors' remuneration report)f1	Omit section 241A.

”.

For the entry relating to subsection (1) of section 242 of the 1985 Act (accounts and reports to be delivered to registrar)^f1 substitute—

“

subsection (1)

(a) For the words “The directors of a company” substitute “The designated members of a limited liability partnership”, (b) omit paragraphs (b), (ba) and (c), (c) in paragraph (d), omit from “and that directors' report” to the end, and (d) for “the directors must annex” substitute “the designated members must annex”.

”.

Omit the entry relating to section 243 of the 1985 Act (accounts of subsidiary undertakings to be appended in certain cases)^f1.

Omit the entry relating to section 244(3) of the 1985 Act (3 month extension of period allowed for delivering accounts where oversea interests)^f1.

For the entry relating to section 245 of the 1985 Act (voluntary revision of accounts)^f1 substitute—

“

Provision of Part 7	Modification
Section 245 (voluntary revision of accounts)
subsection (1)	For subsection (1) substitute— “(1) If it appears to the members of a limited liability partnership that any annual accounts did not comply with the requirements of this Act, they may prepare revised accounts.”.
subsection (2)	(a) Omit the words “, report or review” in both places where they occur, and (b) omit the words “laid before the company in general meeting or”.
subsection (3)	Omit the words from “or a revised summary financial statement” to the end.
subsection (4)	(a) In paragraph (a), omit the words “, statement, report or review”, (b) in paragraph (b), omit the words “or reporting accountant” and the words “, statement, report or review”, and (c) in paragraph (c)— (i) for “where the previous accounts, report or review” substitute “where the previous accounts”, (ii) omit sub-paragraph (ii), and (iii) omit the words from “, or where a summary financial statement” to the end.

”.

For the entry relating to section 245A (Secretary of State’s notice in respect of annual accounts, reports and reviews)^f1 substitute—

“

Provision of Part 7	Modification
Section 245A (Secretary of State’s notice in respect of annual accounts)
subsection (1)	(a) For paragraphs (a) and (b) substitute— “a copy of a limited liability partnership’s annual accounts has been delivered to the registrar,”, and (b) omit the words “, report or review”.
subsection (2)	Omit the words “, report or review” and the words “or a revised report or review”.
subsection (3)	Omit the words “, report or review” in both places where they occur.
subsection (4)	Omit the words “, revised directors' reports and revised operating and financial reviews” and the words “, reports or reviews” in both places where they occur.

”.

For the entry relating to section 245B (application in respect of defective accounts, reports and reviews)^f1 substitute—

“

Provision of Part 7	Modification
Section 245B (application in respect of defective accounts, reports and reviews)
subsection (1)	Omit the words “or a directors' report or operating and financial review does not comply,” and the words “or a revised report or review”.
subsection (3)	Omit paragraph (b).
subsection (3A)	Omit subsection (3A).
subsection (4)	Omit the words “, report or review” in each place where they occur and the words “or a revised report or review”.
subsection (5)	Omit the words “, report or review” in both places where they occur.
subsection (7)	Omit the words “revised directors' reports and revised operating and financial reviews,” and the words “, reports or reviews” in both places where they occur.

”.

After the entry relating to section 245B insert—

“

Provision of Part 7	Modification
Section 245C (other persons authorised to apply to court)
subsection (1)f1	Omit the words “, directors' reports and operating and financial reviews in both places where they occur.

”.

At the beginning of the entry relating to section 246A of the 1985 Act (special provisions for medium-sized companies)^f1 insert—

“

subsection (2A)

Omit subsection (2A).

”.

For the entry relating to section 247A (cases in which special provisions do not apply)^f1 substitute—

“

Provision of Part 7	Modification
Section 247A (cases in which special provisions do not apply)
subsection (1B)	For subsection (1B) substitute— “(1B) A limited liability partnership is ineligible if it is a person (other than a banking limited liability partnership) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on one or more regulated activities.”.

”.

After the entry relating to section 255D insert—

“

Provision of Part 7	Modification
Section 256A (reporting standards)f1	Omit section 256A.

”.

In paragraph (a) of the entry relating to subsection (1) of section 262 of the 1985 Act (minor definitions)^f1, for “and “credit institution”” substitute ““credit institution” and “quoted company””.

In paragraph (a) of the entry relating to subsection (1) of section 262A of the 1985 Act (index of defined expressions)^f1, after ““credit institution”” insert ““quoted company””.

In the entry relating to paragraph 3 of Schedule 4 to the 1985 Act (movements in reserves; disclosure of dividends)^f1, omit the entry relating to sub-paragraph (7)(b) and (c).

Before the entry relating to paragraph 37 of Schedule 4 to the 1985 Act insert—

“

Provision of Part 7	Modification
Paragraph 35Af1	Omit paragraphs (b), (c) and (d).

”.

In the entry relating to paragraph 3 of Schedule 8 to the 1985 Act (small company accounts: movements in reserves; disclosure of aggregate dividends)^f1, omit the reference to sub-paragraph (7)(b).

Before the entry relating to paragraph 37 of Schedule 8 to the 1985 Act insert—

“

Provision of Part 7	Modification
Paragraph 35Af1	Omit paragraphs (b), (c) and (d).

”.

Schedule 3 to the principal regulations is amended as follows.

After the entry relating to section 1 of the 1986 Act (those who may propose an arrangement) insert—

“

Provisions	Modifications
Section 1A (moratorium)f1
subsection (1)	For “the directors of an eligible company intend” substitute “an eligible limited liability partnership intends”. For “they” substitute “it”.

”.

In the entries relating to modifications to sections 2 to 7 of the 1986 Act where a proposal under section 1 has been made by the limited liability partnership—

Omit the entries relating to sections 8, 9, 10, 11, 13 and 14 of the 1986 Act^f1.

In the entry relating to section 84 of the 1986 Act (circumstances in which company may be wound up voluntarily)^f1—

In the entry relating to section 122 of the 1986 Act (circumstances in which company may be wound up by the court)^f1, in the entry relating to subsection (1) in the substituted subsection in modified sub paragraph (1)(d) omit “, or” and at the end of that sub paragraph insert the following—

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“(da) at the time at which a moratorium for the limited liability partnership under section 1A comes to an end, no voluntary arrangement approved under Part I has effect in relation to the limited liability partnership,”

”.

In the entry relating to section 124 of the 1986 Act (application for winding up)^f1 insert at the end—

“

subsection (3A)

For “122(1)(fa)” substitute “122(1)(da)”.

”.

In the entry relating to section 127 of the 1986 Act (avoidance of property dispositions, etc.)^f1, insert in the left hand column “subsection (1)”.

Omit the entry relating to section 233 of the 1986 Act (suppliers of gas, water, electricity, etc.)^f1.

In the entry relating to section 247 of the 1986 Act (“insolvency” and “go into liquidation”)^f1 insert at the end—

“

subsection (3)

For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.

”.

In the entry relating to subsection (3) of section 387 of the 1986 Act (“the relevant date”)^f1 insert before the modification to paragraph (c)—

“

In paragraph (ab) for “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”.

”.

After the entry relating to section 389 of the 1986 Act (acting without qualification an offence)^f1 insert—

“

Provisions	Modifications
Section 389A (authorisation of nominees and supervisors)
subsection (1)	Omit “or Part VIII”.

”.

After the entry relating to section 422 of the 1986 Act (recognised banks, etc.)^f1 insert—

“

Provisions	Modifications
Section 426A (disqualification from Parliament (England and Wales))	Omit.
Section 426B (devolution)	Omit.
Section 426C (irrelevance of privilege)	Omit.

”.

Before the entry relating to Schedule 1 to the 1986 Act (powers of the administrator or administrative receiver) insert—

“

Provisions	Modifications
Schedule A1f1
Paragraph 6
sub-paragraph (1)	For “directors of a company wish” substitute “limited liability partnership wishes”. For “they” substitute “the designated members of the limited liability partnership”.
sub-paragraph (2)	For “directors” substitute “the designated members of the limited liability partnership”. In sub-paragraph (c), for “meetings of the company and” substitute “a meeting of”.
Paragraph 7
sub-paragraph (1)	For “directors of a company” substitute “designated members of the limited liability partnership”. In sub-paragraph (e)(iii), for “meetings of the company and” substitute “a meeting of”.
Paragraph 8
sub-paragraph (2)	For “meetings” substitute “meeting”. For “are” substitute “is”. Omit the words in parenthesis.
sub-paragraph (3)	For “either of those meetings” substitute “the meeting”. For “those meetings were” substitute “that meeting was”. Omit the words in parenthesis.
sub-paragraph (4)	For “either” substitute “the”.
sub-paragraph (6)(c)	For “one or both of the meetings” substitute “the meeting”.
Paragraph 9
sub-paragraph (1)	For “directors” substitute “designated members of the limited liability partnership”.
sub-paragraph (2)	For “directors” substitute “designated members of the limited liability partnership”.
Paragraph 12
sub-paragraph (1)(b)	Omit.
sub-paragraph (1)(c)	For “resolution may be passed” substitute “determination that it may be wound up may be made”.
sub-paragraph (2)	For “transfer of shares” substitute “any transfer by a member of the limited liability partnership of his interest in the property of the limited liability partnership”.
Paragraph 20
sub-paragraph (8)	For “directors” substitute “designated members of the limited liability partnership”.
sub-paragraph (9)	For “directors” substitute “designated members of the limited liability partnership”.
Paragraph 24
sub-paragraph (2)	For “directors” substitute “designated members of the limited liability partnership”.
Paragraph 25
sub-paragraph (2)(c)	For “directors” substitute “designated members of the limited liability partnership”.
Paragraph 26
sub-paragraph (1)	Omit “, director”.
Paragraph 29
sub-paragraph (1)	For “meetings of the company and its creditors” substitute “a meeting of the creditors of the limited liability partnership”.
Paragraph 30
sub-paragraph (1)	For “meetings” substitute “meeting”.
new sub-paragraph (2A)	Insert new sub-paragraph (2A) as follows— “(2A) If modifications to the proposal are proposed at the meeting the chairman of the meeting shall, before the conclusion of the meeting, ascertain from the limited liability partnership whether or not it accepts the proposed modifications; and if at that conclusion the limited liability partnership has failed to respond to a proposed modification it shall be presumed not to have agreed to it.”.
sub-paragraph (3)	For “either” substitute “the”. After “the result of the meeting” in the first place where it occurs insert “(including, where modifications to the proposal were proposed at the meeting, the response to those proposed modifications made by the limited liability partnership)”. At the end add “and to the limited liability partnership”.
Paragraph 31
sub-paragraph (1)	For “meetings” substitute “meeting”.
sub-paragraph (7)	For “directors of the company” substitute “designated members of the limited liability partnership”. For “meetings (or either of them)” substitute “meeting”. For “ directors” substitute “limited liability partnership”. For “those meetings” substitute “that meeting”.
Paragraph 32
sub-paragraph (2)	For sub-paragraphs (a) and (b) substitute “with the day on which the meeting summoned under paragraph 29 is first held.”.
Paragraph 36
sub-paragraph (2)	For sub-paragraph (2) substitute— “(2) The decision has effect if, in accordance with the rules, it has been taken by the creditors' meeting summoned under paragraph 29.”.
sub-paragraph (3)	Omit.
sub-paragraph (4)	Omit.
sub-paragraph (5)	Omit.
Paragraph 37
sub-paragraph (5)	For “each of the reports of the meetings” substitute “the report of the meeting”.
Paragraph 38
sub-paragraph (1)(a)	For “one or both of the meetings” substitute “the meeting”.
sub-paragraph (1)(b)	For “either of those meetings” substitute “the meeting”.
sub-paragraph (2)(a)	For “either of the meetings” substitute “the meeting”. After sub-paragraph (2)(a) insert new (aa) as follows— “(aa) any member of the limited liability partnership;”.
sub-paragraph (2)(b)	Omit “creditors'”.
sub-paragraph (3)(a)	For “each of the reports” substitute “the report”.
sub-paragraph (3)(b)	Omit “creditors'”.
sub-paragraph (4)(a)(ii)	Omit “in question”.
sub-paragraph (4)(b)(i)	For “further meetings” substitute “a further meeting” and for “directors” substitute “limited liability partnership”.
sub-paragraph (4)(b)(ii)	Omit “company or (as the case may be) creditors'”.
sub-paragraph (5)	For “directors do” substitute “limited liability partnerships does”.
Paragraph 39
sub-paragraph (1)	For “one or both of the meetings” substitute “the meeting”.
Schedule B1f2
Paragraph 2
sub-paragraph (c)	For “company or its directors” substitute “limited liability partnership”.
Paragraph 8
sub-paragraph (1)(a)	For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.
Paragraph 9	Omit.
Paragraph 12
sub-paragraph (1)(b)	Omit.
Paragraph 22	For sub-paragraph (1) substitute— “(1) A limited liability partnership may appoint an administrator.”. Omit sub-paragraph (2).
Paragraph 23
sub-paragraph (1)(b)	Omit “or its directors”.
Paragraph 42
sub-paragraph (2)	For “resolution may be passed for the winding up of” substitute “determination to wind up voluntarily may be made by”.
Paragraph 61	For paragraph 61 substitute— “61 The administrator has power to prevent any person from taking part in the management of the business of the limited liability partnership and to appoint any person to be a manager of that business.”.
Paragraph 62	At the end add the following— “Subsections (3) and (4) of section 92 shall apply for the purposes of this paragraph as they apply for the purposes of that section.”.
Paragraph 83
sub-paragraph (6)(b)	For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.
sub-paragraph (8)(b)	For “passing of the resolution for voluntary winding up” substitute “determination to wind up voluntarily”.
sub-paragraph (8)(e)	For “passing of the resolution for voluntary winding up” substitute “determination to wind up voluntarily”.
Paragraph 87
sub-paragraph (2)(b)	Insert at the end “or”.
sub-paragraph (2)(c)	Omit “, or”.
sub-paragraph (2)(d)	Omit the words from “(d)” to “company”.
Paragraph 89
sub-paragraph (2)(b)	Insert at the end “or”.
sub-paragraph (2)(c)	Omit “, or”.
sub-paragraph (2)(d)	Omit the words from “(d)” to “company”.
Paragraph 91
sub-paragraph (1)(c)	Omit.
Paragraph 94	Omit.
Paragraph 95	For “to 94” substitute “and 93”.
Paragraph 97
sub-paragraph (1)(a)	Omit “or directors”.
Paragraph 103
sub-paragraph (5)	Omit.
Paragraph 105	Omit.

”.

In the entry relating to Schedule 10 to the 1986 Act (punishment of offences under this Act)^f1—

(This note is not part of the Regulations)