# Limited Liability Partnerships Regulations 2001

S.I. 2001/1090 · made 19 March 2001 · revised to 16 February 2021

The Limited Liability Partnerships Act 2000 provided for the creation of Limited Liability Partnerships (LLPs) and for the making of regulations concerning them. These Regulations regulate LLPs by applying to them, with appropriate modifications, the appropriate provisions of the existing law which relate to companies and partnerships.

Made under: Limited Liability Partnerships Act 2000 (Section 14, Section 15, Section 16, Section 17)

PDFs: Printed copy https://openlegislation.uk/limited-liability-partnerships-regulations-2001/pdf/uksi_20011090_en.pdf

## Introductory text

PARTNERSHIP
LIMITED LIABILITY PARTNERSHIPS
Made 19th March 2001
Coming into force 6th April 2001
Whereas a draft of these Regulations has been approved by a resolution of each House of Parliament pursuant to section 17(4) of the Limited Liability Partnerships Act 2000;
Now, therefore, the Secretary of State, in exercise of the powers conferred on him by sections 14, 15, 16 and 17 of the Limited Liability Partnerships Act 2000 and all other powers enabling him in that behalf hereby makes the following Regulations:

## Part I: CITATION, COMMENCEMENT AND INTERPRETATION

## 1 Citation and commencement

These Regulations may be cited as the Limited Liability Partnerships Regulations 2001 and shall come into force on 6th April 2001.

## 2 Interpretation

In these Regulations—
“the 1985 Act” means the Companies Act 1985;
“the 1986 Act” means the Insolvency Act 1986;
“the 2000 Act” means the Financial Services and Markets Act 2000;
“devolved”, in relation to the provisions of the 1986 Act, means the provisions of the 1986 Act which are listed in Schedule 4 and, in their application to Scotland, concern wholly or partly, matters which are set out in Section C.2 of Schedule 5 to the Scotland Act 1998 as being exceptions to the reservations made in that Act in the field of insolvency;
“limited liability partnership agreement”, in relation to a limited liability partnership, means any agreement express or implied between the members of the limited liability partnership or between the limited liability partnership and the members of the limited liability partnership which determines the mutual rights and duties of the members, and their rights and duties in relation to the limited liability partnership;
“the principal Act” means the Limited Liability Partnerships Act 2000; and
“shadow member”, in relation to limited liability partnerships, means a person in accordance with whose directions or instructions the members of the limited liability partnership are accustomed to act (but so that a person is not deemed a shadow member by reason only that the members of the limited partnership act on advice given by him in a professional capacity).

## 2A Application of provisions

(1) The provisions of these Regulations applying—
(a) the Company Directors Disqualification Act 1986, or
(b) provisions of the Insolvency Act 1986,
have effect only in relation to limited liability partnerships registered in Great Britain.
(2) The other provisions of these Regulations have effect in relation to limited liability partnerships registered in any part of the United Kingdom.

## Part II: ACCOUNTS AND AUDIT

## 3 Application of the accounts and audit provisions of the 1985 Act to limited liability partnerships

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## Part III: COMPANIES ACT 1985 AND COMPANY DIRECTORS DISQUALIFICATION ACT 1986

## 4 Application of certain provisions of the 1985 Act and of the provisions of the Company Directors Disqualification Act 1986 to limited liability partnerships

(1) The provisions of the 1985 Act specified in the first column of Part I of Schedule 2 to these Regulations shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a) references to a company shall include references to a limited liability partnership;
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c) references to the Insolvency Act 1986 shall include references to that Act as it applies to limited liability partnerships by virtue of Part IV of these Regulations;
(d) references in a provision of the 1985 Act to—
(i) other provisions of that Act, or
(ii) provisions of the Companies Act 2006,
shall include references to those provisions as they apply to limited liability partnerships.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(g) references to a director of a company or to an officer of a company shall include references to a member of a limited liability partnership;
(h) the modifications, if any, specified in the second column of Part I of Schedule 2 opposite the provision specified in the first column; and
(i) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.
(2) The provisions of the Company Director Disqualification Act 1986 shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a) references to a company shall include references to a limited liability partnership;
(b) references to the Companies Acts shall include references to the principal Act and regulations made thereunder and references to the companies legislation shall include references to the principal Act, regulations made thereunder and to any enactment applied by regulations to limited liability partnerships;
(d) references to the Insolvency Act 1986 shall include references to that Act as it applies to limited liability partnerships by virtue of Part IV of these Regulations;
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(f) references to a shadow director shall include references to a shadow member;
(g) references to a director of a company or to an officer of a company shall include references to a member of a limited liability partnership;
(h) the modifications, if any, specified in the second column of Part II of Schedule 2 opposite the provision specified in the first column; and
(i) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.

## Part IV: WINDING UP AND INSOLVENCY

## 5 Application of the 1986 Act to limited liability partnerships

(1) Subject to paragraphs (2) and (3), the following provisions of the 1986 Act, shall apply to limited liability partnerships—
(a) Parts A1, I, II, III, IV, VI and VII of the First Group of Parts (company insolvency; companies winding up),
(b) the Third Group of Parts (miscellaneous matters bearing on both company and individual insolvency; general interpretation; final provisions).
(2) The provisions of the 1986 Act referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a) references to a company shall include references to a limited liability partnership;
(b) references to a director or to an officer of a company shall include references to a member of a limited liability partnership;
(c) references to a shadow director shall include references to a shadow member;
(d) references to the Companies Acts, the Company Directors Disqualification Act 1986, the Companies Act 1989 or to any provisions of those Acts or to any provisions of the 1986 Act shall include references to those Acts or provisions as they apply to limited liability partnerships by virtue of the principal Act;
(e) references ... to the articles of association of a company shall include references to the limited liability partnership agreement of a limited liability partnership;
(f) the modifications set out in Schedule 3 to these Regulations; and
(g) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.
(3) In the application of this regulation to Scotland, the provisions of the 1986 Act referred to in paragraph (1) shall not include the provisions listed in Schedule 4 to the extent specified in that Schedule.

## Part V: FINANCIAL SERVICES AND MARKETS

## 6 Application of provisions contained in Parts XV and XXIV of the 2000 Act to limited liability partnerships

(1) Subject to paragraph (2), sections 215(3),(4) and (6), 356, 359(1) to (4), 361 to 365, 367, 370 and 371 of the 2000 Act shall apply to limited liability partnerships.
(2) The provisions of the 2000 Act referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a) references to a company shall include references to a limited liability partnership;
(b) references to body shall include references to a limited liability partnership; and
(c) references to the 1985 Act, the 1986 Act or to any of the provisions of those Acts shall include references to those Acts or provisions as they apply to limited liability partnerships by virtue of the principal Act.

## Part VI: DEFAULT PROVISION

## 7 Default provision for limited liability partnerships

The mutual rights and duties of the members and the mutual rights and duties of the limited liability partnership and the members shall be determined, subject to the provisions of the general law and to the terms of any limited liability partnership agreement, by the following rules:
(1) All the members of a limited liability partnership are entitled to share equally in the capital and profits of the limited liability partnership.
(2) The limited liability partnership must indemnify each member in respect of payments made and personal liabilities incurred by him—
(a) in the ordinary and proper conduct of the business of the limited liability partnership; or
(b) in or about anything necessarily done for the preservation of the business or property of the limited liability partnership.
(3) Every member may take part in the management of the limited liability partnership.
(4) No member shall be entitled to remuneration for acting in the business or management of the limited liability partnership.
(5) No person may be introduced as a member or voluntarily assign an interest in a limited liability partnership without the consent of all existing members.
(6) Any difference arising as to ordinary matters connected with the business of the limited liability partnership may be decided by a majority of the members, but no change may be made in the nature of the business of the limited liability partnership without the consent of all the members.
(7) The books and records of the limited liability partnership are to be made available for inspection at the registered office of the limited liability partnership or at such other place as the members think fit and every member of the limited liability partnership may when he thinks fit have access to and inspect and copy any of them.
(8) Each member shall render true accounts and full information of all things affecting the limited liability partnership to any member or his legal representatives.
(9) If a member, without the consent of the limited liability partnership, carries on any business of the same nature as and competing with the limited liability partnership, he must account for and pay over to the limited liability partnership all profits made by him in that business.
(10) Every member must account to the limited liability partnership for any benefit derived by him without the consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by him of the property of the limited liability partnership, name or business connection.

## 8 Expulsion

No majority of the members can expel any member unless a power to do so has been conferred by express agreement between the members.

## Part VII: MISCELLANEOUS

## 9 General and consequential amendments

(1) Subject to paragraph (2), the enactments mentioned in Schedule 5 shall have effect subject to the amendments specified in that Schedule.
(2) In the application of this regulation to Scotland—
(a) paragraph 15 of Schedule 5 which amends section 110 of the 1986 Act shall not extend to Scotland; and
(b) paragraph 22 of Schedule 5 which applies to limited liability partnerships the culpable officer provisions in existing primary legislation shall not extend to Scotland insofar as it relates to matters which have not been reserved by Schedule 5 to the Scotland Act 1998.

## 10 Application of subordinate legislation

(1) The subordinate legislation specified in Schedule 6 shall apply as from time to time in force to limited liability partnerships and—
(a) in the case of the subordinate legislation listed in Part I of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the Companies Act 1985 which are applied by these Regulations;
(b) in the case of the subordinate legislation listed in Part II of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the Insolvency Act 1986 which are applied by these Regulations; and
(c) in the case of the subordinate legislation listed in Part III of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of ... the Company Directors Disqualification Act 1986 which are applied by these Regulations.
(2) In the case of any conflict between any provision of the subordinate legislation applied by paragraph (1) and any provision of these Regulations, the latter shall prevail.

## Signature

Kim Howells,
Parliamentary Under-Secretary of State, for Consumers and Corporate Affairs,
Department of Trade and Industry
19th March 2001

## Schedule 1 MODIFICATIONS TO PROVISIONS OF PART VII OF THE 1985 ACT APPLIED BY THESE REGULATIONS

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## I MODIFICATIONS TO PROVISIONS OF THE 1985 ACT APPLIED TO LIMITED LIABILITY PARTNERSHIPS

Provisions
Modifications
Investigation of companies and their affairs: Requisition of documents
. . .
. . .
431 (investigation of a company on its own application or that of its members)
For subsection (2) substitute the following: “(2) —The appointment may be made on the application of the limited liability partnership or on the application of not less than one-fifth in number of those who appear from notifications made to the registrar of companies to be currently members of the limited liability partnership.”
432 (other company investigations)subsection (4)
For the words “but to whom shares in the company have been transferred or transmitted by operation of law” substitute “but to whom a member’s share in the limited liability partnership has been transferred or transmitted by operation of law.”
433 (inspectors' powers during investigation)
434 (production of documents and evidence to inspectors)
436 (obstruction of inspectors treated as contempt of court)
437 (inspectors' reports)
. . .
439 (expenses of investigating a company’s affairs)
subsection (5)
Omit paragraph (b) together with the word “or” at the end of paragraph (a).
441 (inspectors' report to be evidence)
section 446A (general powers to give directions)
section 446B (direction to terminate investigation) section
section 446C (resignation and revocation of appointment)
section 446D (appointment of replacement inspectors)
section 446E (obtaining information from former inspectors etc)
447 (Secretary of State’s power to require production of documents)
447A (information provided: evidence)
448 (entry and search of premises)
448A (protection in relation to certain disclosures: information provided to Secretary of State)
449 (provision for security of information obtained)
450 (punishment for destroying, mutilating etc. company documents)
Omit subsection (1A).
451 (punishment for furnishing false information)
451A (disclosure of information by Secretary of State or inspector)
In subsection (1), for the words “sections 434 to 446E” substitute “sections 434 to 441 and 446E”.Omit subsection (5).
452 (privileged information)
In subsection (1), for the words “sections 431 to 446E” substitute “sections 431 to 441 and 446E”.In subsection (1A), for the words “sections 434, 443 or 446” substitute “section 434”.
453A (power to enter and remain on premises),
In subsection (7), for the words “section 431, 432 or 442” substitute “section 431 or 432.
453B (power to enter and remain on premises: procedural),
453C (failure to comply with certain requirements)
. . .
. . .
Floating charges and Receivers (Scotland)
464 (ranking of floating charges)
In subsection (1), for the words “section 462” substitute “the law of Scotland”.
466 (alteration of floating charges)
Omit subsections (1), (2), (3) and (6).
486 (interpretation for Part XVIII generally)
For the current definition of “company” substitute
““company” means a limited liability partnership;”
Omit the definition of “Register of Sasines”.
487 (extent of Part XVIII)
. . .
. . .
Schedule 15C (security of information obtained: specified persons),
Schedule 15D (security of information obtained: specified disclosures)
. . .
. . .

## II MODIFICATIONS TO THE COMPANY DIRECTORS DISQUALIFICATION ACT 1986

Part II of Schedule I
After paragraph 8 insert— “8A The extent of the member’s and shadow members' responsibility for events leading to a member or shadow member, whether himself or some other member or shadow member, being declared by the court to be liable to make a contribution to the assets of the limited liability partnership under section 214A of the Insolvency Act 1986.”

## Schedule 3 MODIFICATIONS TO THE 1986 ACT

Provisions
Modifications
Section A3 (obtaining a moratorium by filing or lodging documents at court)
subsection (1)
Omit paragraph (b) and the “and” preceding it.
subsection (2)
For “directors” substitute “designated members”.
Section A4 (obtaining a moratorium for company subject to winding-up petition)
subsection (2)
For “directors” substitute “designated members”.
Section A5 (obtaining a moratorium for other overseas companies)
Omit.
Section A6 (the relevant documents)
subsection (1)
In paragraph (a) for “directors wish” substitute “limited liability partnership wishes”.
In paragraph (d) for “directors” substitute “designated members”.
Section A7 (beginning of moratorium and appointment of monitor)
subsection (1)
Omit paragraph (c).
Section A8 (obligations to notify where moratorium comes into force)
subsection (1)
For “directors” substitute “designated members”.
subsection (4)
For “directors” substitute “designated members”, and for “director” substitute “designated member”.
Section A10 (extension by directors without creditor consent)
subsection (1)
In the words before paragraph (a) for “directors” substitute “designated members”.
In paragraph (a) for “directors wish” substitute “limited liability partnership wishes”.
In paragraph (b) for “directors” substitute “designated members”.
In paragraph (c) for “directors” substitute “designated members”.
Section A11 (extension by directors with creditor consent)
subsection (1)
In the words before paragraph (a) for “directors” substitute “designated members”.
In paragraph (a) for “directors wish” substitute “limited liability partnership wishes”.
In paragraph (b) for “directors” substitute “designated members”.
In paragraph (c) for “directors” substitute “designated members”.
In paragraph (e) for “directors” substitute “designated members”.
Section A13 (extension by court on application of directors)
subsection (1)
For “directors” substitute “designated members”.
subsection (2)
In paragraph (a) for “directors” substitute “designated members”.
In paragraph (b) for “directors” substitute “designated members”.
In paragraph (c) for “directors” substitute “designated members”.
Section A14 (extension while proposal for CVA pending)
subsection (1)
In paragraph (a) for “directors make” substitute “limited liability partnership makes”.
subsection (3)
In paragraph (a) for “company and its creditors both” substitute “creditors of the limited liability partnership”.
Omit paragraph (b).
Section A17 (obligations to notify change in end of moratorium)
subsection (1)
For “directors of a company” substitute “designated members of a limited liability partnership”.
In the table, for the heading of the third column substitute “the designated members must”.
subsection (6)
For “directors” substitute “designated members”, and for “director” substitute “designated member”.
Section A20 (restrictions on insolvency proceedings etc)
subsection (1)
In paragraph (a) for “directors” substitute “limited liability partnership”.
Omit paragraphs (b) and (c).
In paragraph (d) for “directors” substitute “limited liability partnership”.
In paragraph (e) for “directors” substitute “limited liability partnership”.
In paragraph (f) omit “or 22(1)”.
In paragraph (g) omit “or 22(1)”.
Section A24 (duty of directors to notify monitor of insolvency proceedings etc)
subsection (1)
For “directors of a company must notify the monitor before taking” substitute “designated members of a limited liability partnership must notify the monitor before the limited liability partnership takes”.
In paragraph (c) substitute “22” for “22(2)”.
subsection (2)
Omit.
subsection (3)
Omit “or (2)”.
subsection (4)
For subsection (4) substitute—
“(4) If the designated members fail to comply with subsection (1), any designated member who did not have a reasonable excuse for the failure commits an offence.”
Section A31 (disposal of charged property free from charge)
subsection (7)
For “directors” substitute “designated members”.
subsection (8)
For “directors” substitute “designated members”, and for “director” substitute “designated member”.
Section A32 (disposal of hire-purchase property)
subsection (5)
For “directors” substitute “designated members”.
subsection (6)
For “directors” substitute “designated members”, and for “director” substitute “designated member”.
Section A36 (provision of information to monitor)
subsection (1)
For “directors” substitute “designated members”.
subsection (2)
For “directors” substitute “designated members”.
Section A38 (termination of moratorium by monitor)
subsection (1)
In paragraph (c) for “directors” substitute “designated members”.
Section A39 (replacement of monitor or appointment of additional monitor)
subsection (3)
For “directors” substitute “designated members”.
Section A42 (challenge to monitor’s actions)
subsection (2)
In paragraph (a) omit “, director”.
Section A44 (challenge to directors’ actions)
subsection (1)
In the text before paragraph (a) omit “or member”.
In paragraph (a), omit “or members” in both places where it appears.
Section A48 (prosecution of delinquent officers of company)
subsection (3)
Omit paragraph (c) and the “and” preceding it.
Section A49 (regulated companies: modifications to this Part)
subsection (4)
For “directors” substitute “designated members”.
subsection (5)
For “directors” substitute “designated members”, and for “director” substitute “designated member”.
Section 1 (those who may propose an arrangement)
subsection (1)
For “The directors of a company” substitute “A limited liability partnership” and delete “to the company and”.
subsection (3)
At the end add “but where a proposal is so made it must also be made to the limited liability partnership”.
. . .
. . .
The following modifications to sections 2 to 7 apply where a proposal under section 1 has been made by the limited liability partnership.
Section 2 (procedure where the nominee is not the liquidator or administrator)
. . .
. . .
subsection (2)
In paragraph (aa) for “meetings of the company and of it creditors” substitute “a meeting of the creditors of the limited liability partnership”;In paragraph (b) for the first “meetings” substitute “a meeting” and for the second “meetings” substitute “meeting”.
subsection (2)
In paragraph (b) omit “a meeting of the company and by”.
Omit paragraph (c).
subsection (3)
For “the person intending to make the proposal” substitute “the designated members of the limited liability partnership”.
subsection (4)
In paragraph (a) For “the person intending to make the proposal” substitute “the designated members of the limited liability partnership”. In paragraph (b) for “that person” substitute “those designated members”.
Section 3 (summoning of meetings)
subsection (1)
For “such meetings as are mentioned in section 2(2)” substitute “a meeting of creditors” and for “those meetings” substitute “that meeting”.
subsection (2)
Delete subsection (2).
subsection (1)
For subsection (1) substitute—
“(1) Where the nominee under section 1 is not the liquidator or administrator, and it has been reported to the court under section 2(2) that the proposal should be considered by the creditors of the limited liability partnership, the person making the report shall (unless the court otherwise directs) seek a decision from the creditors of the limited liability partnership as to whether they approve the proposal.”.
subsection (2)
Omit paragraph (a).
Section 4 (decisions of meetings)
subsection (1)
For “meetings” substitute “meeting”.
subsection (1)
Omit paragraph (a).
subsection (1A)
For “The company and its creditors” substitute “The creditors of the limited liability partnership”.
subsection (3)
For “Neither the company nor its creditors” substitute “The creditors of the limited liability partnership may not”.
subsection (4)
For “Neither the company nor its creditors” substitute “The creditors of the limited liability partnership may not”.
subsection (4A)
For “neither the company nor its creditors may” substitute “the creditors of the limited liability partnership may not”.
subsection (5)
For “each of the meetings” substitute “the meeting”.
subsection (5)
Omit “the meeting of the company and”.
new subsection (5A)
Insert a new subsection (5A) as follows— “(5A) 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.”
new subsection (5A)
Insert a new subsection (5A) as follows—
“(5A) If modifications to the proposal are proposed by creditors, the nominee under section 1(2) must, before the date on which the creditors are to be asked whether to approve the proposed voluntary arrangement, ascertain from the limited liability partnership whether or not it agrees to the proposed modifications; and if at that date the limited liability partnership has failed to respond to a proposed modification, it shall be presumed not to have agreed to it.”
subsection (6)
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)”; and at the end add “and to the limited liability partnership”.
subsection 6
Omit.
subsection (6A)
In paragraph (a) after “creditors’ decision” insert “(including, where modifications to the proposal were proposed, the response of the limited liability partnership)”.
In paragraph (b) after “be prescribed” insert “and to the limited liability partnership”.
Section 4A (approval of arrangement)
subsection (2)
Omit “— (a)”.
For “both meetings” substitute “the meeting”.
Omit the words from “, or” to “that section”.
subsection (2)
In paragraph (a) for “meeting of the company summoned under section 3 and by the company’s creditors pursuant to that section, or”, substitute “the creditors of the limited liability partnership pursuant to section 3”;
Omit paragraph (b).
subsection (3)
Omit.
subsection (4)
Omit.
subsection (5)
Omit.
subsection (5A)
Omit.
subsection (6)
Omit.
Section 5 (effect of approval)
. . .
. . .
subsection (4)
For “each of the reports” substitute “the report”.
subsection (4)
In paragraph (a) for “each of the reports required by section 4(6) and (6A)” substitute “the report required by section 4(6A)”.
Section 6 (challenge of decisions)
subsection (1)
For ... “either of the meetings” substitute “the meeting”.
subsection (2)
For “either of the meetings” substitute “the meeting” and after paragraph (aa) add a new paragraph (ab) as follows— “(ab) any member of the limited liability partnership; and”
Omit the word “and” at the end of paragraph (b) and omit paragraph (c).
subsection (3)
For “each of the reports” substitute “the report”.
subsection (4)
For subsection (4) substitute the following— “(4) Where on such an application the court is satisfied as to either of the grounds mentioned in subsection (1), it may do one or both of the following, namely—
(a) revoke or suspend any decision approving the voluntary arrangement which has effect under section 4A;
(b) give a direction to any person for the summoning of a further meeting to consider any revised proposal the limited liability partnership may make or, in a case falling within subsection (1)(b), a further meeting to consider the original proposal.”.
subsection (5)
For ... “meetings” substitute “a meeting” ... and for “person who made the original proposal” substitute “limited liability partnership”.
subsection (1)
In paragraph (b) omit “the meeting of the company, or in relation to”.
subsection (2)
In paragraph (a) omit “at the meeting of the company or”.
After paragraph (aa) insert a new paragraph as follows—
“(ab) any member of the limited liability partnership; and”.
Omit the word “and” at the end of paragraph (b).
Omit paragraph (c).”
subsection (3)
In paragraph (a) for “each for the reports required by section 4(6) and (6A)” substitute “the report required by section 4(6A)”.
subsection (4)
For subsection (4) substitute the following—
“(4) Where on such an application the court is satisfied as to either of the grounds mentioned in subsection (1), it may do either of the following, namely—
(a) revoke or suspend any decision approving the voluntary arrangement which has effect under section 4A or, in a case falling within subsection (1)(b) any decision taken in the relevant qualifying decision procedure which has effect under that section;
(b) direct any person—
(i) to seek a decision from the creditors of the limited liability partnership, using a qualifying decision procedure, as to whether they approve any revised proposal the person who made the original proposal may make; or
(ii) in a case falling within subsection (1)(b) and relating to the relevant qualifying decision procedure, to seek a decision from the creditors of the limited liability partnership, using a qualifying decision procedure, as to whether they approve the original proposal.”
subsection (5)
Omit “or (c)”.
subsection (7)
Omit paragraph (a).
Section 6A (false representations, etc)
subsection (1)
Omit “members or”.
Section 7 (implementation of proposal)
. . .
. . .
subsection (2)
In paragraph (a) omit “one or both of” and for “meetings” substitute “meeting”.
subsection (2)
In paragraph (a) for “company or its creditors (or both)” substitute “creditors of the limited liability partnership”.
The following modifications to sections 2 and 3 apply where a proposal under section 1 has been made, where the limited liability partnership is in administration, by the administrator or, where the limited liability partnership is being wound up, by the liquidator.
Section 2 (procedure where the nominee is not the liquidator or administrator)
subsection (2)
In paragraph (a) for “meetings of the company” substitute “meetings of the members of the limited liability partnership”.
subsection (2)
In paragraph (b) for “the company” substitute “members of the limited liability partnership”.
Section 3 (summoning of meetings)
subsection (2)
For “meetings of the company” substitute “a meeting of the members of the limited liability partnership”.
subsection (2)
In paragraph (a) for “the company” substitute “members of the limited liability partnership”.
. . .
. . .
Section 73 (alternative modes of winding up)
subsection (1)
Delete “,within the meaning given to that expression by section 735 of the Companies Act,”.
Section 74 (liability as contributories of present and past members)
For section 74 there shall be substituted the following—
“74 When a limited liability partnership is wound up every present and past member of the limited liability partnership who has agreed with the other members or with the limited liability partnership that he will, in circumstances which have arisen, be liable to contribute to the assets of the limited liability partnership in the event that the limited liability partnership goes into liquidation is liable, to the extent that he has so agreed, to contribute to its assets to any amount sufficient for payment of its debts and liabilities, and the expenses of the winding up, and for the adjustment of the rights of the contributories among themselves.
However, a past member shall only be liable if the obligation arising from such agreement survived his ceasing to be a member of the limited liability partnership.”
Section 75 to 78
Delete sections 75 to 78.
Section 79 (meaning of “contributory”)
subsection (1)
In subsection (1) for “every person” substitute “(a) every present member of the limited liability partnership and (b) every past member of the limited liability partnership”.
subsection (2)
After “section 214 (wrongful trading)” insert “or
214A (adjustment of withdrawals)”.
subsection (3)
Delete subsection (3).
Section 83 (companies registered under Companies Act, Part XXII, Chapter II)
Delete section 83.
Section 84 (circumstances in which company may be wound up voluntarily)
subsection (1)
For subsection (1) substitute the following— “(1) A limited liability partnership may be wound up voluntarily when it determines that it is to be wound up voluntarily.”
subsection (2)
Omit subsection (2).
subsection (2A)
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”.
subsection (2B)
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”.
subsection (3)
For subsection (3) substitute the following— “(3) Within 15 days after a limited liability partnership has determined that it be wound up there shall be forwarded to the registrar of companies either a printed copy or else a copy in some other form approved by the registrar of the determination.”
subsection (4)
After subsection (4) insert a new subsection (5) — “(5) If a limited liability partnership fails to comply with this regulation the limited liability partnership and every designated member of it who is in default is liable on summary conviction to a fine not exceeding level 3 on the standard scale.”
Section 85 (notice of resolution to wind up)
subsection (1)
For subsection (1) substitute the following— “(1) When a limited liability partnership has determined that it shall be wound up voluntarily, it shall within 14 days after the making of the determination give notice of the determination by advertisement in the Gazette.”
Section 86 (commencement of winding up)
Substitute the following new section— “86 A voluntary winding up is deemed to commence at the time when the limited liability partnership determines that it be wound up voluntarily.”.
Section 87 (effect on business and status of company)
subsection (2)
In subsection (2), for “articles” substitute “limited liability partnership agreement”.
Section 88 (avoidance of share transfers, etc. after winding-up resolution)
For “shares” substitute “the interest of any member in the property of the limited liability partnership”.
Section 89 (statutory declaration of solvency)
For “director(s)” wherever it appears in section 89 substitute “designated member(s)”;
subsection (2)
For paragraph (a) substitute the following— “(a) it is made within the 5 weeks immediately preceding the date when the limited liability partnership determined that it be wound up voluntarily or on that date but before the making of the determination, and”.
subsection (3)
For “the resolution for winding up is passed” substitute “the limited liability partnership determined that it be wound up voluntarily”.
subsection (5)
For “in pursuance of a resolution passed” substitute “voluntarily”.
Section 90 (distinction between “members” and “creditors” voluntary winding up)
For “directors'” substitute “designated members'”.
Section 91 (appointment of liquidator)
subsection (1)
Delete “in general meeting”.
subsection (2)
For the existing wording substitute “(2) On the appointment of a liquidator the powers of the members of the limited liability partnership shall cease except to the extent that a meeting of the members of the limited liability partnership summoned for the purpose or the liquidator sanctions their continuance.”
After subsection (2) insert—
“(3) Subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.”
Section 92 (power to fill vacancy in office of liquidator)
subsection (1)
For “the company in general meeting” substitute “a meeting of the members of the limited liability partnership summoned for the purpose”.
subsection (2)
For “a general meeting” substitute “a meeting of the members of the limited liability partnership”.
subsection (3)
In subsection (3), for “articles” substitute “limited liability partnership agreement”.
new subsection (4)
Add a new subsection (4) as follows— “(4) The quorum required for a meeting of the members of the limited liability partnership shall be any quorum required by the limited liability partnership agreement for meetings of the members of the limited liability partnership and if no requirement for a quorum has been agreed upon the quorum shall be 2 members.”
. . .
. . .
Section 94 (final meeting prior to dissolution)
subsection (1)
For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”.
new subsection (5A)
Add a new subsection (5A) as follows— “(5A) Subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.”
subsection (6)
For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”.
Section 95 (effect of company’s insolvency)
subsection (1)
For “directors'” substitute “designated members'”.
subsection (7)
For subsection (7) substitute the following— “(7) In this section `the relevant period' means the period of 6 months immediately preceding the date on which the limited liability partnership determined that it be wound up voluntarily.”
Section 96 (conversion to creditors' voluntary winding up)
paragraph (a)
For “directors'” substitute “designated members'”.
subsection (2)
For “directors” substitute “designated members”.
paragraph (b)
Substitute a new paragraph (b) as follows— “(b) the creditors' meeting was the meeting mentioned in section 98 in the next Chapter;”.
Section 98 (meeting of creditors)
subsection (1)
For paragraph (a) substitute the following— “(a) cause a meeting of its creditors to be summoned for a day not later than the 14th day after the day on which the limited liability partnership determines that it be wound up voluntarily;”.
subsection (5)
For “were sent the notices summoning the company meeting at which it was resolved that the company be wound up voluntarily” substitute “the limited liability partnership determined that it be wound up voluntarily”.
Section 99 (directors to lay statement of affairs before creditors)
subsection (1)
For “the directors of the company” substitute “the designated members” and for “the director so appointed” substitute “the designated member so appointed”.
subsection (2)
For “directors” substitute “designated members”.
subsection (3)
For “directors” substitute “designated members” and for “director” substitute “designated member”.
subsection (1)
For “directors of the company” substitute “designated members”.
subsection (2A)
For “directors” substitute “designated members”.
subsection (3)
For “directors” substitute “designated members”.
Section 100 (appointment of liquidator)
subsection (1)
For “The creditors and the company at their respective meetings mentioned in section 98” substitute “The creditors at their meeting mentioned in section 98 and the limited liability partnership”.
subsection (1)
For subsection (1) substitute the following—
“(1) The members of the limited liability partnership may nominate a person to be liquidator at the meeting at which the resolution for voluntary winding up is passed.”
subsection (1B)
For “directors of the company” substitute “designated members”.
subsection (3)
Delete “director,”.
Section 101 (appointment of liquidation committee)
subsection (2)
For subsection (2) substitute the following— “(2) If such a committee is appointed, the limited liability partnership may, when it determines that it be wound up voluntarily or at any time thereafter, appoint such number of persons as they think fit to act as members of the committee, not exceeding 5.”
. . .
. . .
Section 106 (final meeting prior to dissolution)
subsection (1)
For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”.
new subsection (5A)
After subsection (5) insert a new subsection (5A) as follows— “(5A) Subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.”
subsection (6)
For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”.
Section 110 (acceptance of shares, etc., as consideration for sale of company property)
For the existing section substitute the following: “(1) This section applies, in the case of a limited liability partnership proposed to be, or being, wound up voluntarily, where the whole or part of the limited liability partnership’s business or property is proposed to be transferred or sold to another company whether or not it is a company within the meaning of the Companies Act (“the transferee company”) or to a limited liability partnership (“the transferee limited liability partnership”).
(2) With the requisite sanction, the liquidator of the limited liability partnership being, or proposed to be, wound up (“the transferor limited liability partnership”) may receive, in compensation or part compensation for the transfer or sale, shares, policies or other like interests in the transferee company or the transferee limited liability partnership for distribution among the members of the transferor limited liability partnership.
(3) The sanction required under subsection (2) is—
(a) in the case of a members' voluntary winding up, that of a determination of the limited liability partnership at a meeting of the members of the limited liability partnership conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, (subsections (3) and (4) of section 92 to apply for this purpose as they apply for the purposes of that section), and
(b) in the case of a creditor’s voluntary winding up, that of either court or the liquidation committee.
(4) Alternatively to subsection (2), the liquidator may (with the sanction) enter into any other arrangement whereby the members of the transferor limited liability partnership may, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto), participate in the profits, or receive any other benefit from the transferee company or the transferee limited liability partnership.
(5) A sale or arrangement in pursuance of this section is binding on members of the transferor limited liability partnership.
(6) A determination by the limited liability partnership is not invalid for the purposes of this section by reason that it is made before or concurrently with a determination by the limited liability partnership that it be wound up voluntarily or for appointing liquidators; but, if an order is made within a year for winding up the limited liability partnership by the court, the determination by the limited liability partnership is not valid unless sanctioned by the court.”
Section 111 (dissent from arrangement under section 110)
subsections (1)—(3)
For subsections (1)–(3) substitute the following— “(1) This section applies in the case of a voluntary winding up where, for the purposes of section 110(2) or (4), a determination of the limited liability partnership has provided the sanction requisite for the liquidator under that section.
(2) If a member of the transferor limited liability partnership who did not vote in favour of providing the sanction required for the liquidator under section 110 expresses his dissent from it in writing addressed to the liquidator and left at the registered office of the limited liability partnership within 7 days after the date on which that sanction was given, he may require the liquidator either to abstain from carrying the arrangement so sanctioned into effect or to purchase his interest at a price to be determined by agreement or arbitration under this section.
(3) If the liquidator elects to purchase the member’s interest, the purchase money must be paid before the limited liability partnership is dissolved and be raised by the liquidator in such manner as may be determined by the limited liability partnership.”
subsection (4)
Omit subsection (4).
Section 117 (high court and county court jurisdiction)
subsection (2)
Delete “Where the amount of a company’s share capital paid up or credited as paid up does not exceed £120,000, then (subject to this section)”.
subsection (3)
Delete subsection (3).
Section 120 (court of session and sheriff court jurisdiction)
subsection (3)
Delete “Where the amount of a company’s share capital paid up or credited as paid up does not exceed £120,000,”.
subsection (5)
Delete subsection (5).
Section 122 (circumstances in which company may be wound up by the court)
subsection (1)
For subsection (1) substitute the following—
“(1) A limited liability partnership may be wound up by the court if—
(a) the limited liability partnership has determined that the limited liability partnership be wound up by the court,
(b) the limited liability partnership does not commence its business within a year from its incorporation or suspends its business for a whole year,
(c) the number of members is reduced below two,
(d) the limited liability partnership is unable to pay its debts ...
(da) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(e) the court is of the opinion that it is just and equitable that the limited liability partnership should be wound up.”
Section 124 (application for winding up)
subsections (2), (3) and (4)(a)
Delete these subsections.
. . .
. . .
Section 124A (petition for winding-up on grounds of public interest)
subsection (1)
Omit paragraphs (b) and (bb).
Section 126 (power to stay or restrain proceedings against company)
subsection (2)
Delete subsection (2).
Section 127 (avoidance of property dispositions, etc.)
subsection (1)
For “any 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”.
Section 129 (commencement of winding up by the court)
subsection (1)
For “a resolution has been passed by the company” substitute “a determination has been made” and for “at the time of the passing of the resolution” substitute “at the time of that determination”.
Section 130 (consequences of winding-up order)
subsection (3)
Delete subsection (3).
Section 148 (settlement of list of contributories and application of assets)
subsection (1)
Delete “, with power to rectify the register of members in all cases where rectification is required in pursuance of the Companies Act or this Act,”.
Section 149 (debts due from contributory to company)
subsection (1)
Delete “the Companies Act or”.
subsection (2)
Delete subsection (2).
subsection (3)
Delete “, whether limited or unlimited,”.
Section 160 (delegation of powers to liquidator (England and Wales))
subsection (1)
In subsection (1)(b) delete “and the rectifying of the register of members”.
subsection (2)
For subsection (2) substitute the following— “(2) But the liquidator shall not make any call without the special leave of the court or the sanction of the liquidation committee.”
Section 165 (voluntary winding up)
subsection (2)
In paragraph (a) for “an extraordinary resolution of the company” substitute “a determination by a meeting of the members of the limited liability partnership”.
subsection (4)
For paragraph (c) substitute the following— “(c) summon meetings of the members of the limited liability partnership for the purpose of obtaining their sanction or for any other purpose he may think fit.”
new subsection (4A)
Insert a new subsection (4A) as follows— “(4A) Subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.”
Section 166 (creditors' voluntary winding up)
subsection (5)
In paragraph (b) for “directors” substitute “designated members”.
subsection (5)
For “directors” substitute “designated members”.
Section 171 (removal, etc. (voluntary winding up))
subsection (2)
For paragraph (a) substitute the following— “(a) in the case of a members' voluntary winding up, by a meeting of the members of the limited liability partnership summoned specially for that purpose, or”.
subsection (6)
In paragraph (a) for “final meeting of the company” substitute “final meeting of the members of the limited liability partnership” and in paragraph (b) for “final meetings of the company” substitute “final meetings of the members of the limited liability partnership”.
new subsection (7)
Insert a new subsection (7) as follows— “(7) Subsections (3) and (4) of section 92 are to apply for the purposes of this section as they apply for the purposes of that section.”
new subsection (8)
Insert a new subsection (8) as follows—
“(8) subsections (3) and (4) of section 92 are to apply for the purposes of this section as they apply for the purposes of that section.”
Section 173 (release (voluntary winding up))
subsection (2)
In paragraph (a) for “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”.
subsection (2)
In paragraph (a)(i) for “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”.
Section 174A (moratorium debts etc: priority)
subsection (9)
For paragraph (b) substitute—
“(b) the limited liability partnership determines that it is to be wound up voluntarily.”.
Section 183 (effect of execution or attachment (England and Wales))
subsection (2)
Delete paragraph (a).
Section 184 (duties of sheriff (England and Wales))
subsection (1)
For “a resolution for voluntary winding up has been passed” substitute “the limited liability partnership has determined that it be wound up voluntarily”.
subsection (4)
Delete “or of a meeting having been called at which there is to be proposed a resolution for voluntary winding up,” and “or a resolution is passed (as the case may be)”.
Section 187 (power to make over assets to employees)
Delete section 187.
Section 194 (resolutions passed at adjourned meetings)
After “contributories” insert “or of the members of a limited liability partnership”.
Section 195 (meetings to ascertain wishes of creditors or contributories)
subsection (3)
Delete “the Companies Act or”.
Section 206 (fraud, etc. in anticipation of winding up)
subsection (1)
For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily”.
Section 207 (transactions in fraud of creditors)
subsection (1)
For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily”.
Section 210 (material omissions from statement relating to company’s affairs)
subsection (2)
For “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”.
Section 214 (wrongful trading)
subsection (2)
Delete from “but the court shall not” to the end of the subsection.
After section 214
Insert the following new section 214A “214A Adjustment of withdrawals
(1) This section has effect in relation to a person who is or has been a member of a limited liability partnership where, in the course of the winding up of that limited liability partnership, it appears that subsection (2) of this section applies in relation to that person.
(2) This subsection applies in relation to a person if—
(a) within the period of two years ending with the commencement of the winding up, he was a member of the limited liability partnership who withdrew property of the limited liability partnership, whether in the form of a share of profits, salary, repayment of or payment of interest on a loan to the limited liability partnership or any other withdrawal of property, and
(b) it is proved by the liquidator to the satisfaction of the court that at the time of the withdrawal he knew or had reasonable ground for believing that the limited liability partnership—
(i) was at the time of the withdrawal unable to pay its debts within the meaning of section 123, or
(ii) would become so unable to pay its debts after the assets of the limited liability partnership had been depleted by that withdrawal taken together with all other withdrawals (if any) made by any members contemporaneously with that withdrawal or in contemplation when that withdrawal was made.
(3) Where this section has effect in relation to any person the court, on the application of the liquidator, may declare that that person is to be liable to make such contribution (if any) to the limited liability partnership’s assets as the court thinks proper.
(4) The court shall not make a declaration in relation to any person the amount of which exceeds the aggregate of the amounts or values of all the withdrawals referred to in subsection (2) made by that person within the period of two years referred to in that subsection.
(5) The court shall not make a declaration under this section with respect to any person unless that person knew or ought to have concluded that after each withdrawal referred to in subsection (2) there was no reasonable prospect that the limited liability partnership would avoid going into insolvent liquidation.
(6) For the purposes of subsection (5) the facts which a member ought to know or ascertain and the conclusions which he ought to reach are those which would be known, ascertained, or reached by a reasonably diligent person having both:
(a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that member in relation to the limited liability partnership, and
(b) the general knowledge, skill and experience that that member has.
(7) For the purposes of this section a limited liability partnership goes into insolvent liquidation if it goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up.
(8) In this section “member” includes a shadow member.
(9) This section is without prejudice to section 214.”
Section 215 (proceedings under ss 213,214)
subsection (1)
Omit the word “or” between the words “213” and “214” and insert after “214” “or 214A”.
subsection (2)
For “either section” substitute “any of those sections”.
subsection (4)
For “either section” substitute “any of those sections”.
subsection (5)
For “Sections 213 and 214” substitute “Sections 213, 214 or 214A”.
Section 218 (prosecution of delinquent officers and members of company)
subsection (1)
For “officer, or any member, of the company” substitute “member of the limited liability partnership”.
subsections (3), (4) and (6)
For “officer of the company, or any member of it,” substitute “officer or member of the limited liability partnership”.
. . .
. . .
Section 247 (“insolvency” and “go into liquidation”)
subsection (2)
For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily” and for “passing such a resolution” substitute “making such a determination”.
subsection (3)
For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.
Section 249 (“connected with a company”)
For the existing words substitute “For the purposes of any provision in this Group of Parts, a person is connected with a company (including a limited liability partnership) if—
(a)he is a director or shadow director of a company or an associate of such a director or shadow director (including a member or a shadow member of a limited liability partnership or an associate of such a member or shadow member); or
(b)he is an associate of the company or of the limited liability partnership.”
Section 250 (“member” of a company)
Delete section 250.
Section 251 (expressions used generally)
Delete the word “and” appearing after the definition of “the rules” and insert the word “and” after the definition of “shadow director”.After the definition of “shadow director” insert the following—
““shadow member”, in relation to a limited liability partnership, means a person in accordance with whose directions or instructions the members of the limited liability partnership are accustomed to act (but so that a person is not deemed a shadow member by reason only that the members of the limited liability partnership act on advice given by him in a professional capacity);”.
Section 386 (categories of preferential debts)
subsection (1)
In subsection (1), omit the words “or an individual”.
subsection (2)
In subsection (2), omit the words “or the individual”.
Section 387 (“the relevant date”)
subsection (3)
In paragraph (ab) for “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”.
In paragraph (c) for “passing of the resolution for the winding up of the company” substitute “making of the determination by the limited liability partnership that it be wound up voluntarily”.
subsection (5)
Omit subsection (5).
subsection (6)
Omit subsection (6).
Section 388 (meaning of “act as insolvency practitioner”)
subsection (2)
Omit subsection (2).
subsection (3)
Omit subsection (3).
subsection (4)
Delete ““company” means a company within the meaning given by section 735(1) of the Companies Act or a company which may be wound up under Part V of this Act (unregistered companies);” and delete ““interim trustee” and “permanent trustee” mean the same as the Bankruptcy (Scotland) Act 1985”.
Section 389 (acting without qualification an offence)
subsection (1)
Omit the words “or an individual”.
. . .
. . .
Section 402 (official petitioner)
Delete section 402.
Section 412 (individual insolvency rules (England and Wales))
Delete section 412.
Section 415 (Fees orders (individual insolvency proceedings in England and Wales))
Delete section 415.
Section 416 (monetary limits (companies winding up))
subsection (1)
In subsection (1), omit the words “section 117(2) (amount of company’s share capital determining whether county court has jurisdiction to wind it up);” and the words “section 120(3) (the equivalent as respects sheriff court jurisdiction in Scotland);”.
subsection (3)
In subsection (3), omit the words “117(2), 120(3) or”.
Section 418 (monetary limits (bankruptcy))
Delete section 418.
Section 420 (insolvent partnerships)
Delete section 420.
Section 421 (insolvent estates of deceased persons)
Delete section 421.
Section 422 (recognised banks, etc.)
Delete section 422.
Section 426A (disqualification from Parliament (England and Wales))
Omit.
Section 426B (devolution)
Omit.
Section 426C (irrelevance of privilege)
Omit.
Section 427 (parliamentary disqualification)
Delete section 427.
Section 429 (disabilities on revocation or administration order against an individual)
Delete section 429.
Section 432 (offences by bodies corporate)
subsection (2)
Delete “secretary or”.
Section 435 (meaning of “associate”)
new subsection (3A)
Insert a new subsection (3A) as follows— “(3A) A member of a limited liability partnership is an associate of that limited liability partnership and of every other member of that limited liability partnership and of the husband or wife or civil partner or relative of every other member of that limited liability partnership.”.
subsection (11)
For subsection (11) there shall be substituted “(11) In this section “company” includes any body corporate (whether incorporated in Great Britain or elsewhere); and references to directors and other officers of a company and to voting power at any general meeting of a company have effect with any necessary modifications.”
Section 436 (expressions used generally)
The following expressions and definitions shall be added to the section—“designated member” has the same meaning as it has in the Limited Liability Partnerships Act 2000;
“limited liability partnership” means a limited liability partnership formed and registered under the Limited Liability Partnerships Act 2000;
“limited liability partnership agreement”, in relation to a limited liability partnership, means any agreement, express or implied, made between the members of the limited liability partnership or between the limited liability partnership and the members of the limited liability partnership which determines the mutual rights and duties of the members, and their rights and duties in relation to the limited liability partnership.
Section 437 (transitional provisions, and savings)
Delete section 437.
Section 440 (extent (Scotland))
subsection (2)
In subsection (2), omit paragraph (b).
Section 441 (extent (Northern Ireland))
Delete section 441.
Section 442 (extent (other territories))
Delete section 442.
. . .
. . .
Schedule B1
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 60A
sub-paragraph (3)(b)
For “a company connected with the company.” substitute “a company or limited liability partnership connected with the limited liability partnership.”.
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.
Schedule 1
Paragraph 19
For paragraph 19 substitute the following— “19 Power to enforce any rights the limited liability partnership has against the members under the terms of the limited liability partnership agreement.”
Schedule 10
Section A8(4)
For “Directors” substitute “Designated members”.
Section A17(6)
For “Directors” substitute “Designated members”.
Section A24(4)
For “Directors” substitute “Designated members”.
Section A31(8)
For “Directors” substitute “Designated members”.
Section A32(6)
For “Directors” substitute “Designated members”.
Section A49(5)
For “Directors” substitute “Designated members”.
Section 6A(1)
In the entry relating to section 6A omit “members' or”.
Section 85(2)
In the entry relating to section 85(2) for “resolution for voluntary winding up” substitute “making of determination for voluntary winding up”.
Section 89(4)
In the entry relating to section 89(4) for “Director” substitute “Designated member”.
Section 93(3)
In the entry relating to section 93(3) for “general meeting of the company” substitute “meeting of members of the limited liability partnership”.
Section 99(3)
In the entries relating to section 99(3) for “director” and “directors” where they appear substitute “designated member” or “designated members” as appropriate.
Section 105(3)
In the entry relating to section 105(3) for “company general meeting” substitute “meeting of the members of the limited liability partnership”.
Section 106(6)
In the entry relating to section 106(6) for “final meeting of the company” substitute “final meeting of the members of the limited liability partnership”.
Sections 353(1) to 362
Delete the entries relating to sections 353(1) to 362 inclusive.
Section 429(5)
Delete the entry relating to section 429(5).
. . .
. . .
Schedule B1, paragraph 27(4)
Omit “or directors”.
Schedule B1, paragraph 29(7)
Omit “or directors”.
Schedule B1, paragraph 32
Omit “or directors”.

## Schedule 4 

The provisions listed in this Schedule are not applied to Scotland to the extent specified below:
Sections 50 to 52;
Section 53(1) and (2), to the extent that those subsections do not relate to the requirement for a copy of the instrument and notice being forwarded to the registrar of companies;
Section 53(4) (6) and (7);
Section 54(1), (2), (3) (to the extent that that subsection does not relate to the requirement for a copy of the interlocutor to be sent to the registrar of companies), and subsections (5), (6) and (7);
Sections 55 to 58;
Section 60, other than subsection (1);
Section 61, including subsections (6) and (7) to the extent that those subsections do not relate to anything to be done or which may be done to or by the registrar of companies;
Section 62, including subsection (5) to the extent that that subsection does not relate to anything to be done or which may be done to or by the registrar of companies;
Sections 63 to 66;
Section 67, including subsections (1) and (8) to the extent that those subsections do not relate to anything to be done or which may be done to the registrar of companies;
Section 68;
Section 69, including subsections (1) and (2) to the extent that those subsections do not relate to anything to be done or which may be done by the registrar of companies;
Sections 70 and 71;
Subsection 84(3), to the extent that it does not concern the copy of the resolution being forwarded to the registrar of companies within 15 days;
Sections 91 to 92A;
Section 94, including subsections (3) and (4) to the extent that those subsections do not relate to the liquidator being required to send to the registrar of companies a copy of the account and a return of the final meeting;
Section 95;
Section 97;
Sections 100 to 102;
Sections 104 to 104A;
Section 106, including subsections (3) to (7) to the extent that those subsections do not relate to the liquidator being required to send to the registrar of companies a copy of the account of winding up and a return of the final meeting/quorum or a statement about a member State liquidator;
Sections 109 to 111;
Section 112, including subsection (3) to the extent that that subsection does not relate to the liquidator being required to send to the registrar a copy of the order made by the court;
Sections 113 to 115;
Sections 126 to 128;
Section 130(1) to the extent that that subsection does not relate to a copy of the order being forwarded by the court to the registrar;
Section 131;
Sections 133 to 135;
Sections 138 to 140;
Sections 142 to 146;
Section 147, including subsection (3) to the extent that that subsection does not relate to a copy of the order being forwarded by the company to the registrar;
Section 162 to the extent that that section concerns the matters set out in Section C.2 of Schedule 5 to the Scotland Act 1998 as being exceptions to the insolvency reservation;
Sections 163 to 167;
Section 169;
Section 170, including subsection (2) to the extent that that subsection does not relate to an application being made by the registrar to make good the default;
Section 171;
Section 172, including subsections (8) to (10) to the extent that those subsections do not relate to the liquidator being required to give notice to the registrar or a statement about a member State liquidator;
Sections 173 and 174;
Section 177;
Sections 185 to 189;
Sections 191 to 194;
Section 196 to the extent that that section applies to the specified devolved functions of Part IV of the Insolvency Act 1986;
Section 199;
Section 200 to the extent that it applies to the specified devolved functions of Part IV of the First Group of Parts of the 1986 Act;
Sections 206 to 215;
Section 218 subsections (1), (2), (4) and (6);
Section 231 to 232 to the extent that the sections apply to administrative receivers, liquidators and provisional liquidators;
Section 233, to the extent that that section applies in the case of the appointment of an administrative receiver, of a voluntary arrangement taking effect, of a company going into liquidation or where a provisional liquidator is appointed;
Section 233A to the extent that that section applies in the case of a voluntary arrangement taking effect;
Section 233B to the extent that that section applies in the case of the appointment of an administrative receiver.
Section 234 to the extent that that section applies to situations other than those where an administration order applies;
Section 235 to the extent that that section applies to situations other than those where an administration order applies;
Sections 236 to 237 to the extent that those sections apply to situations other than administration orders and winding up;
Sections 242 to 243;
Section 244 to the extent that that section applies in circumstances other than a company which is subject to an administration order;
Section 245;
Section 251, to the extent that that section contains definitions which apply only to devolved matters;
Section 416(1) and (4), to the extent that those subsections apply to section 206(1)(a) and (b) in connection with the offence provision relating to the winding up of a limited liability partnership;
Schedule 2;
Schedule 3;
Schedule 4;
Schedule 8, to the extent that that Schedule does not apply to voluntary arrangements or administrations within the meaning of Parts I and II of the 1986 Act.
In addition, Schedule 10, which concerns punishment of offences under the Insolvency Act 1986, lists various sections of the Insolvency Act 1986 which create an offence. The following sections, which are listed in Schedule 10, are devolved in their application to Scotland:
Section 51(4);
Section 51(5);
Sections 53(2) to 62(5) to the extent that those subsections relate to matters other than delivery to the registrar of companies;
Section 64(2);
Section 65(4);
Section 66(6);
Section 67(8) to the extent that that subsection relates to matters other than delivery to the registrar of companies;
Section 93(3);
Section 94(4) to the extent that that subsection relates to matters other than delivery to the registrar of companies;
Section 94(6);
Section 95(8);
Section 105(3);
Section 106(4) to the extent that that subsection relates to matters other than delivery to the registrar of companies;
Section 106(6);
Section 109(2);
Section 114(4);
Section 131(7);
Section 164;
Section 166(7);
Section 188(2);
Section 192(2);
Sections 206 to 211; and
Section 235(5) to the extent that it relates to matters other than administration orders.

## Schedule 5: GENERAL AND CONSEQUENTIAL AMENDMENTS IN OTHER LEGISLATION

### The Bills of Sale Act (1878) Amendment Act 1882 c. 43

## 1 

In section 17, after “incorporated company” insert “or by any limited liability partnership” and after “such company” insert “or a limited liability partnership”.

### ...

## 2 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

### The Corporate Bodies' Contracts Act 1960 c. 46

## 3 

In section 2, insert at the end “or to a limited liability partnership”.

### The Criminal Justice Act 1967 c. 80

## 4 

In section 9(8)(d), insert at the end—
“; and in paragraph (d) of this subsection references to the secretary, in relation to a limited liability partnership, are to any designated member of the limited liability partnership.”

### The Solicitors Act 1974 c. 47

## 5 

In section 87, after the definition of “non-contentious business”,
insert—
““officer”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.

### The Sex Discrimination Act 1975 c. 65

## 6 

In section 11, insert at the end—
“(6) This section applies to a limited liability partnership as it applies to a firm; and, in its application to a limited liability partnership, references to a partner in a firm are references to a member of the limited liability partnership.”

### The Race Relations Act 1976 c. 74

## 7 

In section 10, insert at the end—
“(5) This section applies to a limited liability partnership as it applies to a firm; and, in its application to a limited liability partnership, references to a partner in a firm are references to a member of the limited liability partnership.”

### The Betting and Gaming Duties Act 1981 c. 63

## 8 

After section 32, insert—
“Application to limited liability partnerships.
32A (1) This Act applies to limited liability partnerships as it applies to companies.
(2) In its application to a limited liability partnership, references to a director of a company are references to a member of the limited liability partnership.”

### The Companies Act 1985 c. 6

## 9 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

### The Business Names Act 1985 c. 7.

## 10 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## 11 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

### The Administration of Justice Act 1985 c. 61

## 12 

In section 9(8), after the definition of “multi-national partnership”, insert—
““officer”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.

## 13 

In section 39(1), after the definition of “the Council”, insert—
““director”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.

## 14 

In paragraph 1(3) of Schedule 2, insert at the end
“; and references in this Schedule to a director, in relation to a limited liability partnership, are references to a member of the limited liability partnership.”

### The Insolvency Act 1986 c. 45

## 15 

(1) Section 110 is amended as follows.
(2) In subsection (1), after “sold” insert “(a)” and at the end insert—
“, or
(b) to a limited liability partnership (the “transferee limited liability partnership”).”
(3) In subsection (2), for the words “sale,” onwards substitute
“sale—
(a)in the case of the transferee company, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company, or
(b)in the case of the transferee limited liability partnership, membership in the transferee limited liability partnership for distribution among the members of the transferor company.”
(4) In subsection (4), for the words “company may,” onwards substitute
“company may—
(a)in the case of the transferee company, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto) participate in the profits of, or receive any other benefit from, the transferee company, or
(b)in the case of the transferee limited liability partnership, in lieu of receiving cash or membership (or in addition thereto), participate in some other way in the profits of, or receive any other benefit from, the transferee limited liability partnership.”

### The Building Societies Act 1986 c. 53

## 16 

In paragraph 1(2) of Schedule 21, after “In this Schedule—”, insert—
““director”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.

### The Courts and Legal Services Act 1990 c. 41

## 17 

In section 119(1), after the definition of “multi-national partnership” insert—
““officer”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.

### The Employment Rights Act 1996 c. 18

## 18 

(1) Section 166 is amended as follows.
(2) In subsection (5), omit the word “and” at the end of paragraph (a), and insert at the end of paragraph (b)
“, and
(c)where the employer is a limited liability partnership, if (but only if) subsection (8) is satisfied.”
(3) After subsection (7) insert—
“(8) This subsection is satisfied in the case of an employer which is a limited liability partnership—
(a) if a winding-up order, an administration order or a determination for a voluntary winding-up has been made with respect to the limited liability partnership,
(b) if a receiver or (in England and Wales only) a manager of the undertaking of the limited liability partnership has been duly appointed, or (in England and Wales only) possession has been taken, by or on behalf of the holders of any debentures secured by a floating charge, of any property of the limited liability partnership comprised in or subject to the charge, or
(c) if a voluntary arrangement proposed in the case of the limited liability partnership for the purpose of Part I of the Insolvency Act 1986 has been approved under that Part of that Act.”

## 19 

(1) Section 183 is amended as follows.
(2) In subsection (1), omit the word “and” at the end of paragraph (a), and insert at the end of paragraph (b)
“, and
(c)where the employer is a limited liability partnership, if (but only if) subsection (4) is satisfied.”
(3) After subsection (3) insert—
“(4) This subsection is satisfied in the case of an employer which is a limited liability partnership—
(a) if a winding-up order, an administration order or a determination for a voluntary winding-up has been made with respect to the limited liability partnership,
(b) if a receiver or (in England and Wales only) a manager of the undertaking of the limited liability partnership has been duly appointed, or (in England and Wales only) possession has been taken, by or on behalf of the holders of any debentures secured by a floating charge, of any property of the limited liability partnership comprised in or subject to the charge, or
(c) if a voluntary arrangement proposed in the case of the limited liability partnership for the purposes of Part I of the Insolvency Act 1986 has been approved under that Part of that Act.”

### The Contracts (Rights of Third Parties) Act 1999 c. 31

## 20 

In section 6, after subsection (2) insert—
“(2A) Section 1 confers no rights on a third party in the case of any incorporation document of a limited liability partnership or any limited liability partnership agreement as defined in the Limited Liability Partnerships Regulations 2001 (S.I. No. 2001/ ).”

### The Financial Services and Markets Act 2000 c. 8

## 21 

In each of sections 177(2), 221(2) and 232(2) insert at the end—
“; and “officer”, in relation to a limited liability partnership, means a member of the limited liability partnership.”

### Culpable officer provisions

## 22 

(1) A culpable officer provision applies in the case of a limited liability partnership as if the reference in the provision to a director (or a person purporting to act as a director) were a reference to a member (or a person purporting to act as a member) of the limited liability partnership.
(2) A culpable officer provision is a provision in any Act or subordinate legislation (within the meaning of the Interpretation Act 1978) to the effect that where—
(a) a body corporate is guilty of a particular offence, and
(b) the offence is proved to have been committed with the consent or connivance of, or to be attributable to the neglect on the part of, (among others) a director of the body corporate,
he (as well as the body corporate) is guilty of the offence.

## Schedule 6: APPLICATION OF SUBORDINATE LEGISLATION

### Part: Part I Regulations made under the 1985 Act

## 1 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## 2 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## 3 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## 4 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## 5 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## 6 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## 7 

The Companies Act 1985 (Power to Enter and Remain on Premises: Procedural) Regulations 2005.

### Part: Part II Regulations made under the 1986 Act

## 1 

Insolvency Practitioners Regulations 1990

## 2 

The Insolvency Practitioners (Recognised Professional Bodies) Order 1986

## 3 

The Insolvency (England and Wales) Rules 2016 and the Insolvency (Scotland) Rules 1986 (except in so far as they relate to the exceptions to the reserved matters specified in section C.2 of Part II of Schedule 5 to the Scotland Act 1998)

## 4 

The Insolvency Fees Order 1986

## 5 

The Co-operation of Insolvency Courts (Designation of Relevant Countries and Territories) Order 1986

## 6 

The Co-operation of Insolvency Courts (Designation of Relevant Countries and Territories) Order 1996

## 7 

The Co-operation of Insolvency Courts (Designation of Relevant Country) Order 1998

## 8 

Insolvency Proceedings (Monetary Limits) Order 1986

## 9 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## 10 

Insolvency Regulations 1994

## 11 

Insolvency (Amendment) Regulations 2000

### Part: Part III Regulations made under other legislation

## 1 

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

## 2 

The Companies (Disqualification Orders) Regulations 1986

## 3 

The Insolvent Companies (Disqualification of Unfit Directors) Proceedings Rules 1987

## 4 

The Contracting Out (Functions of the Official Receiver) Order 1995

## 5 

The Uncertificated Securities Regulations 1995

## 6 

The Insolvent Companies (Reports on Conduct of Directors) (England and Wales) Rules 2016

## 7 

The Insolvent Companies (Reports on Conduct of Directors) (Scotland) Rules 2016

## Schedule 7: TRANSITIONAL AND SAVINGS PROVISIONS

## 1 Interpretation

In this Schedule—
“the 1986 Act” means the Insolvency Act 1986, as applied to limited liability partnerships;
“the 1986 Rules” means the Insolvency Rules 1986 as they had effect immediately before the 6th April 2017 in their application to limited liability partnerships;
“the 2016 Rules” means the Insolvency (England and Wales) Rules 2016, as applied to limited liability partnerships; and
“the commencement date” means the date this Schedule comes into force.

## 2 Amendments to the 2016 Rules made by the Insolvency Amendment (EU 2015/848) Regulations 2017 do not apply where proceedings opened before commencement date

(1) The amendments made by the Insolvency Amendment (EU 2015/848) Regulations 2017 to the 2016 Rules do not apply where proceedings in relation to a limited liability partnership opened before the commencement date.
(2) The time at which proceedings are opened is to be determined for the purpose of this paragraph in accordance with Article 2(8) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20th May 2015.

## 3 Requirement for office-holder to provide information to creditors on opting out

(1) Rule 1.39 of the 2016 Rules (which requires an office-holder to inform a creditor in the first communication that the creditor may elect to opt out of receiving further documents relating to the proceedings) does not apply to an office-holder in relation to a limited liability partnership who delivers the first communication before the commencement date.
(2) However, if such an office-holder informs a creditor in a communication that the creditor may elect to opt out as mentioned in sub-paragraph (1), the communication must contain the information required by rule 1.39(2) of the 2016 Rules.

## 4 Electronic communication

(1) Where proceedings in relation to a limited liability partnership commence before the commencement date, Rule 1.45(4) of the 2016 Rules does not apply.
(2) For the purposes of this paragraph proceedings “commence” on—
(a) the delivery of a proposal for a voluntary arrangement to the intended nominee;
(b) the appointment of an administrator under paragraph 14 or 22 of Schedule B1 to the 1986 Act;
(c) the making of an administration order;
(d) the appointment of an administrative receiver;
(e) the passing or deemed passing of a resolution to wind up a limited liability partnership; or
(f) the making of a winding-up order.

## 5 Statements of affairs

(1) Where proceedings in relation to a limited liability partnership commence before the commencement date and a person is required to provide a statement of affairs, the provisions of the 2016 Rules relating to statements of affairs in administration, administrative receivership and winding up do not apply and the following rules in the 1986 Rules continue to apply—
(a) rules 2.28 to 2.32 (administration);
(b) rules 3.3 to 3.8 (administrative receivership); and
(c) rules 4.32 to 4.42 (winding up).
(2) For the purposes of this paragraph proceedings “commence” on—
(a) the appointment of an administrator under paragraph 14 or 22 of Schedule B1;
(b) the making of an administration order;
(c) the appointment of an administrative receiver
(d) the passing or deemed passing of a resolution to wind up a limited liability partnership; or
(e) the making of a winding-up order.

## 6 Savings in respect of meetings taking place on or after the commencement date and resolutions by correspondence

(1) This paragraph applies where in relation to a limited liability partnership on or after the commencement date—
(a) a creditors’ or contributories’ meeting is to be held as a result of a notice issued before that date in relation to a meeting for which provision is made by the 1986 Rules or the 1986 Act;
(b) a meeting is to be held as a result of a requisition by a creditor or contributory made before that date;
(c) a meeting is to be held as a result of a statement made under paragraph 52(1)(b) of Schedule B1 to the 1986 Act and a request is made before that date which obliges the administrator to summon an initial creditors’ meeting; or
(d) a meeting is required by sections 93 or 105 of the 1986 Act in the winding up of a limited liability partnership where the resolution to wind up was passed before 6th April 2010.
(2) Where a meeting referred to in sub-paragraph (1)(a) to (d) is held in relation to a limited liability partnership, Part 15 of the 2016 Rules does not apply and the provisions of the 1986 Rules relating to the following continue to apply—
(a) the requirement to hold the meeting;
(b) notice and advertisement of the meeting;
(c) governance of the meeting;
(d) recording and taking minutes of the meeting;
(e) the report or return of the meeting;
(f) membership and formalities of establishment of liquidation and creditors’ committees where a resolution to form the committee is passed at the meeting;
(g) the office-holder’s resignation or removal at the meeting;
(h) the office-holder’s release;
(i) fixing the office-holder’s remuneration;
(j) hand-over of assets to a supervisor of a voluntary arrangement where the proposal is approved at the meeting;
(k) the notice of the appointment of a supervisor of a voluntary arrangement where the appointment is made at the meeting;
(l) claims that remuneration is or that other expenses are excessive; and
(m) complaints about exclusion at the meeting.
(3) Where in relation to a limited liability partnership, before the commencement date, the office-holder seeks to obtain the passing of a resolution by correspondence under rule 2.48, 4.63A or 6.88A of the 1986 Rules—
(a) the relevant provisions of the 2016 Rules do not apply;
(b) the provisions of the 1986 Rules relating to resolutions by correspondence continue to apply; and
(c) the provisions of the 1986 Rules referred to in sub-paragraph (2) of this paragraph apply in relation to any meeting that those provisions require the office-holder to summon.
(4) However, any application to the court in respect of a meeting or vote to which this paragraph applies is to be made in accordance with Part 12 of the 2016 Rules.

## 7 Savings in respect of final meetings taking place on or after the commencement date

(1) This paragraph applies where—
(a) before the commencement date—
(i) a final report to creditors is sent under rule 4.49D of the 1986 Rules (final report to creditors in liquidation),
(ii) a final report to creditors and bankrupt is sent under rule 6.78B of the 1986 Rules (final report to creditors and bankrupt), or
(iii) a meeting is called under sections 94, 106, 146 or 331 of the 1986 Act (final meeting); and
(b) a meeting under section 94, 106, 146 or 331 of the 1986 Act is held on or after the commencement date.
(2) Where this paragraph applies, Part 15 of the 2016 Rules does not apply and the provisions of the 1986 Rules relating to the following continue to apply—
(a) the requirement to hold the meeting;
(b) notice and advertisement of the meeting;
(c) governance of the meeting;
(d) recording and taking minutes of the meeting;
(e) the form and content of the final report;
(f) the office-holder’s resignation or removal;
(g) the office-holder’s release;
(h) fixing the office-holder’s remuneration;
(i) requests for further information from creditors;
(j) claims that remuneration is or other expenses are excessive; and
(k) complaints about exclusion at the meeting.
(3) However, any application to the court in respect of such a meeting is to be made in accordance with Part 12 of the 2016 Rules.

## 8 Progress reports and statements to the registrar of companies

(1) Where in relation to a limited liability partnership an obligation to prepare a progress report arises but is not fulfilled before the commencement date the following provisions of the 1986 Rules continue to apply—
(a) rule 2.47 (reports to creditors in administration); and
(b) rules 4.49B and 4.49C (progress reports—winding up).
(2) Where before the commencement date, a notice under paragraph 83(3) of Schedule B1 to the 1986 Act is sent to the registrar of companies, rule 2.117A(1) of the 1986 Rules continues to apply.
(3) The provisions of the 2016 Rules relating to progress reporting do not apply in the case of the winding up of a limited liability partnership, where the winding-up order was made on a petition presented before 6th April 2010.
(4) Where the voluntary winding up of a limited liability partnership commenced before 6th April 2010, rule 4.223-CVL of the 1986 Rules as it had effect immediately before that date in its application to limited liability partnerships, continues to apply
(5) Where, in relation to a limited liability partnership, before the commencement date an office-holder ceases to act, or an administrator sends a progress report to creditors in support of a request for their consent to an extension of the administration, resulting in a change in reporting period under rule 2.47(3A), 2.47(3B), 4.49B(5), 4.49C(3), or 6.78A(4) of the 1986 Rules, the period for which reports must be made is the period for which reports were required to be made under the 1986 Rules immediately before the commencement date.

## 9 Foreign currency

(1) Where, in relation to a limited liability partnership, before the commencement date an amount stated in a foreign currency on an application, claim or proof of debt is converted into sterling by the office-holder under rules 2.86, 4.91, 5A.3 or 6.111 of the 1986 Rules, the office-holder and any successor to the office-holder must continue to use the same exchange rate for subsequent conversions of that currency into sterling for the purpose of distributing any assets of the limited liability partnership.
(2) However when, in relation to a limited liability partnership, an office-holder, convener, appointed person or chair uses an exchange rate to convert an application, claim or proof in a foreign currency into sterling solely for voting purposes before the commencement date, sub-paragraph (1) does not prevent the office-holder from using an alternative rate for subsequent conversions.

## 10 CVA moratoria

Where, before the commencement date, the designated members of a limited liability partnership submit to the nominee the document, statement and information required under paragraph 6(1) of Schedule A1 to the 1986 Act, the provisions of the 1986 Rules relating to moratoria continue to apply to the proposed voluntary arrangement.

## 11 Priority of expenses of voluntary arrangements

Rule 4.21A of the 1986 Rules (expenses of voluntary arrangement) continues to apply in relation to a limited liability partnership where a winding up petition is presented before the commencement date.

## 12 General powers of liquidator

Rule 4.184 of the 1986 Rules (general powers of liquidator) continues to apply in relation to a limited liability partnership as regards a person dealing in good faith and for value with a liquidator and in respect of the power of the court or the liquidation committee to ratify anything done by the liquidator without permission before the commencement date.

## 13 Applications before the court

(1) Where, in relation to a limited liability partnership, an application to court is filed or a petition for winding up is presented under the 1986 Act or under the 1986 Rules before the commencement date and the court remains seised of that application or petition on the commencement date, the 1986 Rules continue to apply to that application or petition.
(2) For the purpose of sub-paragraph (1), the court is no longer seised of an application or petition for winding up when—
(a) in relation to an application, it makes an order having the effect of determining of the application; or
(b) in relation to a petition for winding up—
(i) the court makes a winding up order,
(ii) the court dismisses the petition, or
(iii) the petition is withdrawn.

## 14 Forms

A form contained in Schedule 4 to the 1986 Rules may be used in relation to a limited liability partnership on or after the commencement date if—
(a) the form is used to provide a statement of affairs in proceedings where pursuant to paragraph 5 of this Schedule the provisions of the 1986 Rules set out in that paragraph continue to apply;
(b) the form relates to a meeting held under the 1986 Rules as described in paragraph 6(1) of this Schedule;
(c) the form is required because before the commencement date, the office-holder seeks to obtain the passing of a resolution by correspondence; or
(d) the form relates to any application to the court or petition for winding up presented before the commencement date.

## 15 Administrations commenced before 15th September 2003

The 1986 Rules continue to apply to administrations of limited liability partnerships where the petition for an administration order was presented before 15th September 2003.

## 16 Set-off in insolvency proceedings commenced before 1st April 2005

Where before 1st April 2005 a limited liability partnership entered administration or went into liquidation, the office-holder calculating any set-off must apply the 1986 Rules as they had effect in their application to limited liability partnerships immediately before 1st April 2005.

## 17 Calculating the value of future debts in insolvency proceedings commenced before 1st April 2005

Where before 1st April 2005 a limited liability partnership entered administration or went into liquidation the office-holder calculating the value of a future debt for the purpose of dividend (and no other purpose) must apply the 1986 Rules as they had effect in their application to limited liability partnerships immediately before 1st April 2005.

## 18 Insolvency practitioner fees and expenses estimates

(1) Rules 18.4(1)(e), 18.16(4) to (10), and 18.30 of the 2016 Rules do not apply in relation to limited liability partnerships where before 1st October 2015—
(a) the appointment of an administrator took effect;
(b) a liquidator was nominated under section 100(2), or 139(3) of the 1986 Act;
(c) a liquidator was appointed under section 139(4) or 140 of the 1986 Act;
(d) a person was directed by the court or appointed to be a liquidator under section 100(3) of the 1986 Act; or
(e) a liquidator was nominated or the administrator became the liquidator under paragraph 83(7) of Schedule B1 to the 1986 Act.
(2) Rule 18.20(4) and (5) of the 2016 Rules do not apply in relation to a limited liability partnership where an administrator was appointed before 1st October 2015 and—
(a) the limited liability partnership is wound up under paragraph 83 of Schedule B1 to the 1986 Act on or after the commencement date and the administrator becomes the liquidator; or
(b) a winding-up order is made upon the appointment of an administrator ceasing to have effect on or after the commencement date and the court under section 140(1) of the 1986 Act appoints as liquidator the person whose appointment as administrator has ceased to have effect.

## 19 Transitional provision for limited liability partnerships entering administration before 6th April 2010 and moving to voluntary liquidation between 6th April 2010 and commencement (inclusive of those dates)

Where—
(a) a limited liability partnership went into administration before 6th April 2010, and
(b) the limited liability partnership goes into voluntary liquidation under paragraph 83 of Schedule B1 between 6th April 2010 and commencement (inclusive of those dates),
the 1986 Rules as amended by the Insolvency (Amendment) Rules 2010 apply to the extent necessary to give effect to section 104A of the Act notwithstanding that by virtue of paragraph 1(6)(a) or (b) of Schedule 4 to the Insolvency (Amendment) Rules 2010 those amendments to the Insolvency Rules 1986 would otherwise not apply.

## Explanatory note

(This note is not part of the Regulations)
The Limited Liability Partnerships Act 2000 provided for the creation of Limited Liability Partnerships (LLPs) and for the making of regulations concerning them. These Regulations regulate LLPs by applying to them, with appropriate modifications, the appropriate provisions of the existing law which relate to companies and partnerships.
The Regulations are structured in seven parts accompanied by six schedules. They apply to LLPs, with appropriate modifications to reflect the structure of LLPs, a large number of the provisions contained within the Companies Acts 1985 and 1989, the Insolvency Act 1986 and the Company Directors Disqualification Act 1986.
The Regulations amend the relevant primary legislation by way of general modifications which, provide that references to a company include references to a limited liability partnership, and references to a director or officer include a reference to a member of an LLP. Throughout the Schedules to the Regulations there are references to designated members. This category of member is responsible for a number of administrative and filing duties of the LLP but is also representative of the LLP and its membership in circumstances such as the appointment, removal and remuneration of auditors.
Part I of the Regulations contains the citation, commencement and interpretation provisions to be applied to the Regulations, and gives the date on which they come into force.
Part II of, and Schedule 1 to, the Regulations apply the provisions of Part VII of the Companies Act 1985 (accounts and audit) and its attendant Schedules to LLPs with appropriate modifications. Schedule 1 lists only those sections contained in Part VII of the Companies Act 1985, (including the Schedules related to those sections), which have been modified in their application to LLPs or not applied to LLPs. Therefore, if Schedule 1 does not refer to a particular section, which is contained in Part VII of the Companies Act 1985, or paragraph of a relevant Schedule, then that section or paragraph will apply to LLPs, subject only to the general amendments set out in regulation 3. The accounts and audit provisions, as applied by Part II of, and Schedule 1 to, the Regulations, impose accounting requirements on LLPs which are similar to those for companies. They require that LLPs file annual accounts with the registrar of companies, and place audit requirements on LLPs similar to those imposed on companies. They also define the form and content of the accounts, and allow derogations for small and medium sized LLPs.
Part III of and Schedule 2 to the Regulations apply to LLPs the remainder of the provisions of the Companies Act 1985 together with Part II of the Companies Act 1989 with appropriate modifications. Schedule 2 lists all those sections which apply to LLPs. If Schedule 2 does not refer to a particular section of the Companies Act 1985 then that section will not apply to LLPs. Part III of and Schedule 2 to the Regulations regulate an LLP by applying provisions, many of which are the same as or similar to those imposed on companies, but which reflect the different nature and structure of LLPs. They include provision for:
the execution of documents including bills of exchange and promissory notes and the execution of deeds abroad;
the registration of debenture holders including, a right for the holders of debentures issued by an LLP to inspect the register, the liability of trustees of debentures and perpetual debentures;
the officers and registered office including a requirement to register changes in the registered office of an LLP with the registrar of companies;
company identification—the name of an LLP is to appear outside its place of business and on correspondence, in addition an LLP may have a common seal;
annual return—this part of the regulations provides that it is the duty of an LLP to deliver an annual return to the registrar of companies and sets out requirements as to the content of the annual return;
auditors—an LLP is, in general, required to appoint auditors, provision is made for the appointment of auditors by the Secretary of State where an LLP is in default, the auditors have various rights including the right to have access to an LLP’s books, accounts and information as necessary, the right to attend meetings of the LLP, and certain rights in the event of being removed or not being re-appointed, provision is also made for the resignation of auditors and the making of a statement by a person ceasing to hold office as auditor;
registration of charges—sections 395 to 408, 410 to 423 of the Companies Act 1985, will apply to LLPs, with modifications, until section 92 of the Companies Act 1989 is commenced or some other amendment is made;
arrangements and reconstructions—an LLP will have the power to compromise with its creditors and members, the sections set out detailed provisions concerning the circulation of information on any compromise together with provisions for facilitating an LLP’s reconstruction or amalgamation;
investigation of LLPs and their affairs—an investigation of an LLP may be made following its own application of that of its members, the sections set out detailed provisions concerning investigations, the production of documents and evidence, contempt of court, inspectors' reports and the use of inspectors' reports as evidence;
fraudulent trading is punished in the case of an LLP in the same was as a company;
unfair prejudice—Schedule 2 applies the Companies Act 1985 so that, in general, there is a remedy for the members of an LLP should they suffer unfair prejudice, the members of a limited liability partnership may, however, by unanimous agreement exclude the right contained in section 459 (1) for such period as may be agreed;
matters arising subsequent to winding up—the provisions deal with various matters including the power of the court to declare the dissolution of a company void, the striking out by the registrar of companies of a defunct company and crown disclaimer of property vesting as bona vacantia;
registrar of companies—Schedule 2 sets out the registrar’s functions and offices in relation to LLPs;
miscellaneous and supplementary provisions—the provisions deal with various matters including the form of company registers etc., the use of computers for company records, the service of documents, the powers of a court to grant relief in certain cases, and the punishment of offences.
Part III of the Regulations also applies the provisions of the Company Directors Disqualification Act 1986 to limited liability partnerships with appropriate modifications. These provide that members of an LLP will be subject to the same penalties that currently apply to company directors under the CDDA 1986 and may be disqualified from being the member of an LLP or a director of a company under those provisions.
Part IV of, and Schedule 3 to, the Regulations apply to LLPs the First and Third Groups of Parts of the Insolvency Act 1986, with appropriate modifications. Schedule 3 lists only those sections contained in the First or Third Group of Parts which have been modified or omitted in their application to LLPs. If there is no reference in Schedule 3 to a particular section contained in the First or Third Group of Parts of the Insolvency Act 1986 then that section will apply to LLPs subject to the general modifications contained in Regulation 5. The insolvency provisions as applied to LLPs include provisions for voluntary arrangements, administration orders, receivership, winding-up and liquidations. The most notable modifications of the provisions which apply to companies are, an additional section, section 214A and the re-worded section 74.
The new Section 214A provides that withdrawals made by members during the two years prior to the commencement of winding-up will be subject to claw back if it is proved that at the time of the withdrawal the member knew or had reasonable grounds for believing that the LLP was, or would be made, insolvent. The modified section 74 provides that in the event that an LLP is wound up, both past and present members of the LLP are liable to contribute to the assets of the LLP to the extent that they have agreed to do so with the other members, in the limited liability partnership agreement.
Part V of the Regulations apply the provisions contained in Parts XV and XXIV of the Financial Services and Markets Act 2000 to LLPs. These Parts provide for insolvency arrangements of LLPs which are authorised under FSMA 2000. In addition, these Parts give the Authority powers to ask the courts to wind up, or initiate other insolvency procedures against, authorised and certain other persons. It also enables the Authority to be heard by the court when such proceedings are commenced by third parties.
Part VI of the Regulations provides for default provisions governing the rights and duties of members, which modify those contained in section 24 of the Partnership Act 1890. They will apply when there is no existing limited liability partnership agreement, or where the agreement does not wholly deal with a particular issue.
Schedule 4 to the Regulations lists those provisions contained in the First and Third Group of Parts of the Insolvency Act 1986 which are not applied to Scotland. The provisions wholly or partly concern matters which are set out in Section C.2 of the Fifth Schedule of the Scotland Act 1998 as being exceptions to the reservation.
Part VII of, and Schedule 5 to, the Regulations apply a number of general and consequential amendments to other Acts of Parliament.
Part VII of, and Schedule 6 to, the Regulations apply to LLPs certain pieces of subordinate legislation made under the Companies Act 1985, the Insolvency Act 1986 and other primary legislation.

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Source: https://www.legislation.gov.uk/uksi/2001/1090 (the official version)
Page: https://openlegislation.uk/limited-liability-partnerships-regulations-2001
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.