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Limited Liability Partnerships (Amendment) Regulations (Northern Ireland) 2006

S.R. 2006/377 · Made 15 September 2006

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

partnerships

limited liability partnerships

Made 15th September 2006

Coming into operation 1st October 2006

The Department of Enterprise, Trade and Investmentf1, in exercise of the powers conferred by sections 10, 11, and 13 of the Limited Liability Partnerships Act (Northern Ireland) 2002f2, makes the following Regulations:

Annotations to the whole text

Footnotes

f1

Formerly the Department of Economic Development see S.I. 1999/283 (N.I. 1) Article 3(5)

f2

2002 c. 12

Contents

  1. 1Citation, commencement and interpretation
  2. 2Amendment of Schedule 1 to the principal regulations (accounts and audit)
  3. 3Amendment of Schedule 3 to the principal regulations (insolvency)
  4. 4Transitional provision
  5. Signature
  6. Schedule 1
  7. 1Paragraph 1
  8. 2Paragraph 2
  9. 3Paragraph 3
  10. 4Paragraph 4
  11. 5Paragraph 5
  12. 6Paragraph 6
  13. 7Paragraph 7
  14. 8Paragraph 8
  15. 9Paragraph 9
  16. 10Paragraph 10
  17. 11Paragraph 11
  18. 12Paragraph 12
  19. 13Paragraph 13
  20. 14Paragraph 14
  21. 15Paragraph 15
  22. 16Paragraph 16
  23. 17Paragraph 17
  24. 18Paragraph 18
  25. 19Paragraph 19
  26. 20Paragraph 20
  27. 21Paragraph 21
  28. 22Paragraph 22
  29. 23Paragraph 23
  30. 24Paragraph 24
  31. Schedule 2: Amendments to Schedule 3 to the principal regulations
  32. 1Paragraph 1
  33. 2Paragraph 2
  34. 3Paragraph 3
  35. 4Paragraph 4
  36. 5Paragraph 5
  37. 6Paragraph 6
  38. 7Paragraph 7
  39. 8Paragraph 8
  40. 9Paragraph 9
  41. Explanatory note

1Citation, commencement and interpretation

(1)

These Regulations may be cited as the Limited Liability Partnerships (Amendment) Regulations (Northern Ireland) 2006 and shall come into operation on 1st October 2006 (“the commencement date”).

(2)

Regulation 2 has effect as respects financial years which begin on or after 1st January 2006 and which end on or after the commencement date.

(3)

In these Regulations—

  • “the 1986 Order” means the Companies (Northern Ireland) Order 1986f1

  • “the 1989 Order” means the Insolvency (Northern Ireland) Order 1989f2, and

  • “the principal regulations” means the Limited Liability Partnerships Regulations (Northern Ireland) 2004f3.

2Amendment of Schedule 1 to the principal regulations (accounts and audit)

Schedule 1 to the principal regulations (modifications to provisions of Part VIII of the 1986 Order as applied to limited liability partnerships) is amended in accordance with Schedule 1.

3Amendment of Schedule 3 to the principal regulations (insolvency)

Schedule 3 to the principal regulations (modifications to provisions of the 1989 Order as applied to limited liability partnerships) is amended in accordance with Schedule 2 to these Regulations.

4Transitional provision

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.

Signature

Sealed with the Official Seal of the Department of Enterprise, Trade and Investment on 15th September 2006

L.S.

M Bohill

A senior officer of the

Department of Enterprise, Trade and Investment

1

Schedule 1 to the principal regulations is amended as follows.

2

After the entry relating to Article 233 of the 1986 Order (alteration of accounting reference date) insert—

“

Article 234 (duty to prepare individual accounts)f1
Paragraph (3)Omit paragraph (3)
Article 235 (duty to prepare group accounts)f2
Paragraph (4)Omit paragraph (4).

”.

3

After the entry relating to Article 236 of the 1986 Order (exemption for parent companies included in accounts of larger group) insert—

“

Article 236A (exemption for parent companies included in non-EEA group accounts)f1
Paragraph (4)Omit paragraph (4).

”.

4

For the entry relating to Articles 242 (duty to prepare directors’ report) and 242A (approval and signing of directors’ report) of the 1986 Order substitute—

“

Articles 242 to 242ZZB (duty to prepare directors’ report)f1Omit Articles 242 to 242ZZB
Article 242A (approval and signing of directors’ report)f2Omit Article 242A
Articles 242B (duty to prepare directors’ remuneration report) and 242C (approval and signing of directors’ remuneration reportf3Omit Articles 242B and 242C.

”.

5

In the entry relating to Article 243 of the 1986 Order (auditors’ report)f1, for “paragraph (3)”, in both places where it occurs, substitute “paragraphs (3) to (5)”.

6

In the entry relating to Article 246 of the 1986 Order (persons entitled to receive copies of accounts and reports)f1 after the entry relating to paragraph (1) insert—

“

Paragraph (1A)Omit paragraph (1A)(b) to (d).

”.

7

For the entry relating to paragraph (1) of Article 247 of the 1986 Order (right to demand copies of accounts and reports)f1 substitute—

“

Paragraph (1)
  1. (a)

    Omit sub-paragraphs (b), and (c), and

  2. (b)

    in sub-paragraph (d) omit the words from “and that directors’ report” to the end.

”.

8

In the entry relating to Article 248 of the 1986 Order (requirements in connection with publication of accounts)f1, for the modification to paragraph (3)(d) substitute “(b) omit sub-paragraph (e), and”.

9

After the entry relating to Article 249 of the 1986 Order (accounts and report to be laid before company in general meeting) insert—

“

Article 249A (members’ approval of directors’ remuneration report)f1Omit Article 249A

”

10

For the entry relating to paragraph (1) of Article 250 of the 1986 Order (accounts and reports to be delivered to registrar)f1 substitute—

“

Paragraph (1)
  1. (a)

    For the words “The directors of a company” substitute “The designated members of a limited liability partnership”,

  2. (b)

    omit sub-paragraphs (b) and (c),

  3. (c)

    in sub-paragraph (d) omit from “and that directors’ report” to the end, and

  4. (d)

    for “the directors’ must annex” substitute “the designated members must annex”.

”.

11

Omit the entry relating to Article 251 of the 1986 Order (accounts of subsidiary undertakings to be appended in certain cases)f1.

12

Omit the entry relating to Article 252(3) of the 1986 Order (3 month extension of period allowed for delivering accounts where overseas interests)f1.

13

For the entry relating to Article 253 of the 1986 Order (voluntary revision of annual accounts and directors’ report)f1 substitute—

“

Article 253 (voluntary revision of accounts)
Paragraph (1)

For paragraph (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 Order, they may prepare revised accounts.”.

Paragraph (2)
  1. (a)

    Omit the words “, or report” in both places where they occur, and

  2. (b)

    omit the words “laid before the company in general meeting or.”.

Paragraph (3)Omit the words from “or a revised summary financial statement” to the end.
Paragraph (4)
  1. (a)

    In sub-paragraph (a), omit the words “statement or report”,

  2. (b)

    in sub-paragraph (b), omit the words “or reporting accountant” and the words “, statement or report”, and

  3. (c)

    in sub-paragraph (c)—

    1. (i)

      For “where the previous accounts or report” substitute “where the previous accounts”,

    2. (ii)

      omit head (ii), and

    3. (iii)

      omit the words from “, or where a summary financial statement” to the end.

”.

14

For the entry relating to Article 253A (Department’s notice in respect of annual accounts)f1 substitute—

“

Article 253A(Department’s notice in respect of annual accounts)
Paragraph (1)
  1. (a)

    For sub-paragraphs (a) and (b) substitute—

    • “a copy of a limited liability partnership’s annual accounts has been delivered to the registrar,”, and

  2. (b)

    omit the words “, report or review”.

Paragraph (2)Omit the words “or report” and the words “or a revised report”.
Paragraph (3)Omit the words “or report” in both places where they occur.
Paragraph (4)Omit the words “and revised directors’ reports” and the words “, or reports” in both places where they occur.

”.

15

For the entry relating to Article 253B (application to court in respect of defective accounts)f1 substitute—

“

Article 253B (application in respect of defective accounts, reports and reviews)
Paragraph (1)Omit the words “or a directors’ report does not comply” and the words “or revised report”.
Paragraph (3)Omit sub-paragraph (b).
Paragraph (3A)Omit paragraph (3A).
Paragraph (4)Omit the words “or report” in each place where they occur and the words “or a revised report”.
Paragraph (5)Omit the words “or report” in both places where they occur.
Paragraph (7)Omit the words “revised directors’ reports,” and the words “or reports” in both places where they occur.

”.

16

After the entry relating to Article 253B insert—

“

Article 253C (other persons authorised to apply to court)f1
Paragraph (1)Omit the words “and directors’ reports” in both places where they occur.

”.

17

At the beginning of the entry relating to Article 254A of the 1986 Order (special provisions for medium-sized companies)f1 insert—

“

Paragraph (2A)Omit paragraph (2A).

”.

18

For the entry relating to Article 255A (cases in which special provisions do not apply)f1 substitute—

“

Article 255A (cases in which special provisions do not apply)
Paragraph (1B)

For paragraph (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.”.

”.

19

In sub-paragraph (a) of the entry relating to paragraph (1) of Article 270 of the 1986 Order (minor definition)f1, for “and “credit institution”” substitute ““credit institution” and “quoted company””.

20

In sub-paragraph (a) of the entry relating to paragraph (1) of Article 270A of the 1986 Order (index of defined expressions)f1 after ““credit institution”” insert “, “quoted company””.

21

In the entry relating to paragraph 3 of Schedule 4 to the 1986 Order (form and content of company accounts)f1, omit the entry relating to sub-paragraph (7)(b) and (c).

22

Before the entry relating to paragraph 37 of Schedule 4 to the 1986 Order insert—

“

Paragraph 35Af1Omit sub-paragraphs (b), (c) and (d).

”.

23

In the entry relating to paragraph 3 of Schedule 8 to the 1986 Order (form and content of accounts prepared by small companies)f1, omit the reference to sub-paragraph (7)(b).

24

Before the entry relating to paragraph 37 of Schedule 8 to the 1986 Order—

“

Paragraph 35Af1Omit sub-paragraphs (b), (c) and (d).

”.

1

Schedule 3 to the principal regulations is amended as follows.

2

In the paragraph after the entry relating to Article 20, relating to modifications to Articles 15 and 16 of the 1989 Order where a proposal under Article 14 has been made by the limited liability partnership, for the words “an administration order is in force in relation to the limited liability partnership” substitute “the limited liability partnership is in administration”.

3

Omit the entries relating to Articles 21, 22, 23, 24, 26 and 27 of the 1989 Orderf1.

4

In the entry relating to Article 70 of the 1989 Order (circumstances in which company may be wound up voluntarily)f1—

Insert after paragraph (1)

“

paragraph (1A)For “company passes a resolution for voluntary winding up” substitute “limited liability partnership determines that it is to be wound up voluntarily” and for “resolution” where it appears for the second time substitute “determination”.
paragraph (1B)For “resolution for voluntary winding up may be passed only” substitute “determination to wind up voluntarily may only be made” and in sub-paragraph (b), for “passing of the resolution” substitute “making of the determination”.

”.

5

In the entry relating to Article 107 of the 1989 Order (avoidance of property dispositions, etc.)f1, insert in the left hand column “paragraph (1)”.

6

In the entry relating to Article 6 of the 1989 Order (“insolvency” and “go into liquidation”)f1 insert at the end—

“

paragraph (3)For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.

”.

7

In the entry relating to Schedule A1 to the 1989 Order (moratorium where directors prepare voluntary arrangement)f1—

(1)

For the modification to paragraph 17, sub-paragraph (2) substitute—

“

paragraph 17
sub-paragraph 2In head (c) for “meetings of the company and” substitute “a meeting of”.
For “directors” substitute “the designated members of the limited liability partnership”.

”.

(2)

After the entry relating to paragraph 48, sub-paragraph (4)(b)(ii) insert—

“

paragraph 48
sub-paragraph (5)For “directors do” substitute “limited liability partnership does”.

”.

8

Before the entry relating to Schedule 1 to the 1989 Order (powers of the administrator or administrative receiver) insert—

“

Schedule B1(administration)f1
paragraph 3
sub-paragraph (c)For “company or its directors” substitute “limited liability partnership”.
paragraph 9
sub-paragraph(1)(a)For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.
paragraph 10Omit.
paragraph 13
sub-paragraph (1)(b)Omit.
paragraph 23

For sub-paragraph (1) substitute—

“(1)

A limited liability partnership may appoint an administrator.”.

Omit sub-paragraph (2).

paragraph 24
sub-paragraph (1)(b)Omit “or its directors”.
paragraph 43
sub-paragraph (2)For “resolution may be passed for the winding up of” substitute “determination to wind up voluntarily may be made by”.
paragraph 62

For paragraph 62 subsitute—

“62.

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 63

At the end add the following—

“Paragraphs (3) and (4) of Article 78 shall apply for the purposes of this paragraph as they apply for the purposes of that Article.”.

paragraph 84
sub–paragraph (5)(b)For “resolution for voluntary winding up” substitute “ determination to wind up voluntarily”.
sub-paragraph (7)(b)For “passing of the resolution for voluntary winding up” substitute “determination to wind up voluntarily”.
sub-paragraph (7)(e)For “passing of the resolution for voluntary winding up” substitute “determination to wind up voluntarily.”
paragraph 88
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 90
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 92
sub-paragraph(1)(c)Omit.
paragraph 95Omit.
paragraph 96For “to 95” substitute “and 94”.
paragraph 98
sub-paragraph (1)(a)Omit “or directors”.
paragraph 104
sub-paragraph (5)Omit.
paragraph 106Omit.

”.

9

In the entry relating to Schedule 7 to the 1989 Order (punishment of offences under this Orderf1—

After the entry relating to Schedule A1 insert—

“

Schedule B1, paragraph 28(4)In the entry relating to Schedule B1, paragraph 28(4) omit “or directors”.
Schedule B1, paragraph 30(7)In the entry relating to Schedule B1, paragraph 30(7) omit “or directors”.
Schedule B1, paragraph 33In the entry relating to Schedule B1, paragraph 33 omit “or directors”.

”.

Explanatory note

(This note is not part of the Order)

These Regulations amend Schedules 1 and 3 to the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. 2004 No. 307) (“the principal regulations”). The principal regulations apply certain provisions of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)) (“the 1986 Order”) and the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (“the 1989 Order”) to limited liability partnerships (“LLPs”).

Regulation 3 of the principal regulations applies Part VIII of the 1986 Order (accounts and audit) to LLPs, with the modifications set out in Schedule 1 to the principal regulations. Part VIII has been amended in particular by the Directors’ Remuneration Report Regulations (Northern Ireland) 2005 (S.R. 2005 No. 56), by the Companies (1986 Order) (International Accounting Standards and Other Accounting Amendments) Regulations (Northern Ireland) 2004 (S.R. 2004 No. 496) and by the Companies (1986 Order) (Operating and Financial Review and Directors’ Report etc.) Regulations (Northern Ireland) 2005 (S.R. 2005 No. 61). Regulation 2 of, and Schedule 1 to, the Regulations contain further modifications to the provisions of Part VIII of the 1986 Order consequential upon those amendments.

Regulation 5 of the principal regulations applies provision of the 1989 Order to LLPs, with the modifications set out in Schedule 3 to the principal regulations. The 1989 Order has been amended by the Insolvency (Northern Ireland) Order 2002 (S.I. 2002/3152 (N.I. 6)), by the Insolvency (Northern Ireland) Order 1989 (Amendment) Regulations (Northern Ireland) 2002 (S.R. 2002 No. 223), by the Insolvency (Northern Ireland) Order 1989 (Amendment No. 2) Regulations (Northern Ireland) 2002 (S.R. 2002 No.334) and by the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)). As a consequence of these amendments to the 1989 Order regulations 3 of, and Schedule 2 to, the Regulations amend the modifications to the 1989 Order as set out in Schedule 3 to the principal regulations.

Regulation 4 makes transitional provision for cases where a petition for an administration order has been presented before the commencement of these Regulations. In such a case the amendments made by these Regulations shall not apply.

A full regulatory impact assessment of the effect that S.R. 2004 No. 496, and associated instruments such as these Regulations, will have on the costs of business is available from the Department of Enterprise, Trade and Investment, 1st Floor Waterfront Plaza, 8 Laganbank Road, Belfast BT1 3BS (they are also available electronically at www. dti.gov.uk/cld).

A full regulatory impact assessment has not been produced for the amendments made by regulations 3 of, and Schedule 2 to, this instrument as they have no impact on the costs to business.