The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009
S.I. 2009/1804 · Made 8 July 2009 · Extends to United Kingdom
Limited Liability Partnerships
Made 8th July 2009
Coming into force in accordance with regulation 2
M1M2The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 15 and 17 of the Limited Liability Partnerships Act 2000 and sections 1101, 1292, 1294 and 1296 of the Companies Act 2006 .
In accordance with section 17(4) and (5)(b) of the Limited Liability Partnerships Act 2000 and sections 1101(2), 1290 and 1294(6) of the Companies Act 2006, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.
Annotations to the whole text
Marginal citations
- M1
- M2
Contents
- Part 1: GENERAL INTRODUCTORY PROVISIONS
- 1Citation
- 2Commencement
- 3Interpretation
- Part 1A: INCORPORATION
- 3AStatement of initial significant control
- Part 2: FORMALITIES OF DOING BUSINESS
- 4Formalities of doing business under the law of England and Wales or Northern Ireland
- 5Formalities of doing business under the law of Scotland
- 6Official seal for use abroad
- 7Other matters
- Part 3: AN LLP'S NAME
- Chapter 1: GENERAL REQUIREMENTS
- 8Prohibited names and sensitive words and expressions
- 9Permitted characters etc
- 9ANames containing computer code
- 9BProhibitions on registration of names following direction
- 10Inappropriate use of indications of company type or legal form
- Chapter 2: SIMILARITY TO OTHER NAMES
- 11Similarity to other name on registrar's index
- 12Similarity to other name in which person has goodwill
- Chapter 3: OTHER POWERS OF THE SECRETARY OF STATE AND THE REGISTRAR
- 13Provision of misleading information etc
- 13ADirection to change name used for criminal purposes
- 13BDirection to change name wrongly registered
- 13CRegistrar’s powers to change name
- 13DExceptions based on national security etc
- Chapter 4: TRADING DISCLOSURES
- 14Requirement to disclose LLP name etc
- 15Regulation 15
- Part 4: AN LLP'S REGISTERED OFFICE
- 16General
- 17Welsh LLPs
- Part 4A: REGISTERED EMAIL ADDRESS
- 17ZARegistered email addresses
- 17ZBRegistered email addresses - transitional provisions
- Part 5: AN LLP'S MEMBERS
- Chapter 1: INFORMATION ABOUT MEMBERS
- 17ZCDisqualified member
- 17AAlternative method of record-keeping Notification of information about members
- 17AAProhibition on member acting unless ID verified
- 17ABProhibition on acting unless membership notified
- 17BDuty to ensure disqualified person is not a member
- 18Requirements for register of members Repealed
- Chapter 1A: OPTION TO KEEP INFORMATION ON THE CENTRAL REGISTER
- 18ARegulation 18A Repealed
- Chapter 2: MEMBERS' RESIDENTIAL ADDRESSES: PROTECTION FROM DISCLOSURE
- 19Members' residential addresses: protection from disclosure
- Part 6: DEBENTURES
- 20General provisions
- 21Register of debenture holders
- 22Supplementary provisions
- 23Regulation 23
- Part 7: CERTIFICATION AND TRANSFER OF DEBENTURES
- 24Issue of certificates etc on allotment
- 25Transfer of debentures
- 26Other matters
- 27Issue of certificates etc on transfer
- 28Issue of certificates etc on allotment or transfer to financial institution
- 29Supplementary provisions
- Part 8: ANNUAL CONFIRMATION BY LLP OF ACCURACY OF INFORMATION ON REGISTER
- 30Regulation 30
- 30ADuty to notify a change in registered office and email address
- 31Regulation 31 Repealed
- 31ZARegulation 31ZA
- Part 8A: AN LLP’s REGISTER OF PEOPLE WITH SIGNIFICANT CONTROL
- 31AOverview
- 31BKey terms
- 31BAReferences to “confirmation” etc of information
- 31CInformation gathering
- 31DRequired particulars
- 31DADuty to notify registrar of persons with significant control
- 31DBIdentity verification obligations for persons with significant control
- 31ERegister of people with significant control Repealed
- 31FInspection and copies of the register Repealed
- 31GSupplementary provision regarding requests to inspect and copies of PSC register Repealed
- 31HProtected information Repealed
- 31IRemoval of entries from the register Repealed
- 31JPower of court to rectify an LLP’s PSC register Repealed
- 31JANotification of changes to the registrar Repealed
- 31KAlternative method of record keeping Repealed
- 31LProtection from disclosure
- 31MSchedule 1A
- 31NSchedule 1B
- Part 9: LLP CHARGES
- 32Registration of charges
- Chapter
- 33Regulation 33 Repealed
- 34Regulation 34 Repealed
- 35Regulation 35 Repealed
- 36Regulation 36 Repealed
- 37Regulation 37 Repealed
- 38Regulation 38 Repealed
- Chapter
- 39Regulation 39 Repealed
- 40Regulation 40 Repealed
- 41Regulation 41 Repealed
- 42Regulation 42 Repealed
- 43Regulation 43 Repealed
- 44Regulation 44 Repealed
- Part 10: ARRANGEMENTS, RECONSTRUCTIONS AND CROSS-BORDER MERGERS
- 45Arrangements and reconstructions : general
- 45AArrangements and reconstructions: LLPs in financial difficulty
- 46Cross-border mergers Repealed
- Part 11: FRAUDULENT TRADING
- 47Offence of fraudulent trading
- Part 12: PROTECTION OF MEMBERS AGAINST UNFAIR PREJUDICE
- 48Main provisions
- 49Supplementary provision
- Part 13: DISSOLUTION AND RESTORATION TO THE REGISTER
- Chapter 1: STRIKING OFF
- 50Registrar's power to strike off defunct LLP
- 51Voluntary striking off
- Chapter 2: PROPERTY OF DISSOLVED LLP
- 52Property of dissolved LLP vesting as bona vacantia
- 53Effect of Crown disclaimer: England and Wales and Northern Ireland
- 54Effect of Crown disclaimer: Scotland
- 55Supplementary provisions
- Chapter 3: RESTORATION TO THE REGISTER
- 56Administrative restoration to the register
- 57Restoration to the register by the court
- 58Supplementary provisions
- Part 14: OVERSEAS LLPS
- 59Trading disclosures
- Part 15: THE REGISTRAR OF COMPANIES
- 60Provisions of general application
- 61Certificates of incorporation
- 62Registered numbers
- 63Public notice of receipt of certain documents
- 63AThe register
- 64Annotation and unique identifiers
- 65Records relating to dissolved LLPs
- 66Inspection etc of the register
- 67Correction or removal of material ...
- 68Language requirements: translation
- 68AIdentity verification: exemption on national security grounds etc
- 69Supplementary provisions
- Part 16: OFFENCES
- 70Liability of member in default
- 71Daily default fine
- 72Consents for certain prosecutions
- 73General provisions
- Part 17: SUPPLEMENTARY PROVISIONS AND INTERPRETATION
- 74LLP records
- 75Service addresses
- 75ACommunications in electronic form
- 76Notice of appointment of judicial factor
- 77Courts and legal proceedings
- 78Requirements of this Act
- 79Minor definitions
- 79ABusiness names
- 80Regulations and orders
- 81Regulation 81
- 82Continuity of the law
- Part 18: TRANSITIONAL AND CONSEQUENTIAL PROVISIONS
- 83Transitional provisions: application of provisions of Companies Act 2006
- 84Transitional provisions: Northern Ireland LLPs
- 85Consequential amendments and revocations
- Signature
- Schedule 1: TRANSITIONAL PROVISIONS: APPLICATION OF PROVISIONS OF COMPANIES ACT 2006
- Part 1: INTRODUCTORY
- 1Introduction
- Part 2: FORMALITIES OF DOING BUSINESS
- 2Execution of deeds etc
- Part 3: AN LLP'S NAME
- 3An LLP's name
- 4Paragraph 4
- Part 4: AN LLP'S MEMBERS
- 5Particulars to be registered
- 6Register of members' residential addresses
- 7Members: entries on the register of companies
- 8Members' residential addresses: protection from disclosure
- 9Paragraph 9
- 10Paragraph 10
- 11Continuation of protection afforded by confidentiality orders under the 1985 Act
- 12Paragraph 12
- 13Paragraph 13
- 14Effect of pending application for confidentiality order
- Part 5: AN LLP'S ANNUAL RETURN
- 15Annual returns
- Part 6: LLP CHARGES
- 16LLP charges
- 17Paragraph 17
- 18Paragraph 18
- 19Paragraph 19
- 20Paragraph 20
- 21Paragraph 21
- Part 7: DISSOLUTION AND RESTORATION TO THE REGISTER
- 22Property of dissolved LLP
- 22AProperty of dissolved LLP
- 23Saving for applications to court made before 1st October 2009
- 24Application to court for restoration to the register
- 25Paragraph 25
- 26Effect of restoration to the register where property has vested as bona vacantia
- Part 8: THE REGISTRAR OF COMPANIES
- 27Provisions of general application
- 28Certificates of incorporation
- 29Annotation of the register
- 30Registrar's notice to resolve inconsistency on the register
- 31Removal of material from the register
- 32General false statement offence
- 33Provision and authentication by registrar of documents sent by electronic means
- Part 9: SUPPLEMENTARY
- 34Forms
- 35Offences
- 36Fees
- Schedule 2: TRANSITIONAL PROVISIONS: NORTHERN IRELAND LLPs
- 1Main transitional provisions
- 2Applications for registration as Northern Ireland LLP
- 3Further modification of Financial Services and Markets Act 2000 in relation to Northern Ireland LLPs
- 4Extension of company investigation provisions to Northern Ireland LLPs
- Schedule 3: CONSEQUENTIAL AMENDMENTS AND REVOCATIONS
- Part 1: CONSEQUENTIAL AMENDMENTS OF THE LIMITED LIABILITY PARTNERSHIPS ACT 2000
- 1Incorporation document etc
- 2Incorporation by registration
- 3Members
- 4Designated members
- 5Registration of membership changes
- 6Insolvency and winding up
- 7Parliamentary procedure for regulations
- 8Interpretation of Act
- 9Extent of Act
- 10Names and registered offices
- 11Saving
- Part 2: OTHER CONSEQUENTIAL AMENDMENTS AND REVOCATIONS
- 12General
- 13Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090)
- 14Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307)
- 15Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911)
- 16Paragraph 16
- 17Other revocations
- Explanatory note