The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

(2) Where a charge is created or evidenced by an instrument made between two or more parties, references in the Table in subsection (1) to execution are to execution by all the parties to the instrument whose execution is essential for the instrument to take effect as a charge. (3) This section applies for the purposes of this Chapter even if further forms, notices, registrations or other actions or proceedings are necessary to make the charge valid or effectual for any other purposes. (4) For the purposes of this Chapter, the registrar is entitled without further enquiry to accept a charge as created on the date given as the date of creation of the charge in a section 859D statement of particulars. (5) In this section “deed” means— (a) a deed governed by the law of England and Wales or Northern Ireland, or (b) an instrument governed by a law other than the law of England and Wales or Northern Ireland which requires delivery under that law in order to take effect. (6) References in this section to delivery, in relation to a deed, include delivery as a deed where required. (859F) (1) Subsection (3) applies if the court is satisfied that— (a) neither the LLP nor any other person interested in the charge has delivered to the registrar the documents required under section 859A or (as the case may be) 859B before the end of the period allowed for delivery under the section concerned, and (b) the requirement in subsection (2) is met. (2) The requirement is— (a) that the failure to deliver those documents— (i) was accidental or due to inadvertence or to some other sufficient cause, or (ii) is not of a nature to prejudice the position of creditors of the LLP, or (b) that on other grounds it is just and equitable to grant relief. (3) The court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the court just and expedient, order that the period allowed for delivery be extended. (859G) (1) The following are not required to be included in a certified copy of an instrument or debenture delivered to the registrar for the purposes of any provision of this Chapter— (a) personal information relating to an individual (other than the name of an individual); (b) the number or other identifier of a bank or securities account of an LLP or individual; (c) a signature. (2) The registrar is entitled without further enquiry, to accept the certified copy of an instrument whether or not any of the information in subsection (1) is contained within the instrument. (859H) (1) This section applies if— (a) an LLP creates a charge to which section 859A or 859B applies, and (b) the documents required by section 859A or (as the case may be) 859B are not delivered to the registrar by the LLP or another person interested in the charge before the end of the relevant period allowed for delivery. (2) “The relevant period allowed for delivery” is— (a) the period allowed for delivery under the section in question, or (b) if an order under section 859F(3) has been made, the period allowed by the order. (3) Where this section applies, the charge is void (so far as any security on the LLP’s property or undertaking is conferred by it) against— (a) a liquidator of the LLP, (b) an administrator of the LLP, and (c) a creditor of the LLP. (4) Subsection (3) is without prejudice to any contract or obligation for repayment of the money secured by the charge; and when a charge becomes void under this section, the money secured by it immediately becomes payable. (859I) (1) This section applies where a charge is registered in accordance with a provision of this Chapter. (2) The registrar must— (a) allocate to the charge a unique reference code and place a note in the register recording that reference code; and (b) include in the register any documents delivered under section 859A(3) or (5), 859B(3), (4) or (7) or 859C(3). (3) The registrar must give a certificate of the registration of the charge to the person who delivered to the registrar a section 859D statement of particulars relating to the charge. (4) The certificate must state— (a) the registered name and number of the LLP in respect of which the charge was registered; and (b) the unique reference code allocated to the charge. (5) The certificate must be signed by the registrar or authenticated by the registrar’s official seal. (6) In the case of registration under section 859A or 859B, the certificate is conclusive evidence that the documents required by the section concerned were delivered to the registrar before the end of the relevant period allowed for delivery. (7) “The relevant period allowed for delivery” is— (a) the period allowed for delivery under the section in question, or (b) if an order under section 859F(3) has been made, the period allowed by the order. (859J) (1) Where an LLP is acting as trustee of property or an undertaking which is the subject of a charge delivered for registration under this Chapter, the LLP or any person interested in the charge may deliver to the registrar a statement to that effect. (2) A statement delivered after the delivery for registration of the charge must include— (a) the registered name and number of the LLP; and (b) the unique reference code allocated to the charge. (859K) (1) Subsection (2) applies where a person— (a) obtains an order for the appointment of a receiver or manager of an LLP’s property or undertaking, or (b) appoints such a receiver or manager under powers contained in an instrument. (2) The person must, within 7 days of the order or of the appointment under those powers— (a) give notice to the registrar of that fact, and (b) if the order was obtained, or the appointment made, by virtue of a registered charge held by the person give the registrar a notice containing— (i) in the case of a charge created before 6th April 2013, the information specified in subsection (4); (ii) in the case of a charge created on or after 6th April 2013, the unique reference code allocated to the charge. (3) Where a person appointed receiver or manager of an LLP’s property or undertaking under powers contained in an instrument ceases to act as such a receiver or manager, the person must, on so ceasing— (a) give notice to the registrar of that fact, and— (b) give the registrar a notice containing— (i) in the case of a charge created before 6th April 2013, the information specified in subsection (4), or (ii) in the case of a charge created on or after 6th April 2013, the unique reference code allocated to the charge. (4) The information referred to in subsections (2)(b)(i) and (3)(b)(i) is— (a) the date of the creation of the charge; (b) a description of the instrument (if any) creating or evidencing the charge; (c) short particulars of the property or undertaking charged. (5) The registrar must include in the register— (a) a fact of which notice is given under subsection (2)(a), and (c) a fact of which notice is given under subsection (3)(a). (6) A person who makes default in complying with the requirements of subsections (2) or (3) of this section commits an offence. (7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (8) This section applies only to a receiver or manager appointed— (a) by a court in England and Wales or Northern Ireland, or (b) under an instrument governed by the law of England and Wales or Northern Ireland. (9) This section does not apply to a receiver appointed under Chapter 2 of Part 3 of the Insolvency Act 1986 (receivers (Scotland)). (859L) (1) Subsection (5) applies if the statement set out in subsection (2) and the particulars set out in subsection (4) are delivered to the registrar with respect to a registered charge. (2) The statement referred to in subsection (1) is a statement to the effect that— (a) the debt for which the charge was given has been paid or satisfied in whole or in part, or (b) all or part of the property or undertaking charged— (i) has been released from the charge, or (ii) has ceased to form part of the LLP’s property or undertaking. (3) Where a statement within subsection (2)(b) relates to part only of the property or undertaking charged, the statement must include a short description of that part. (4) The particulars referred to in subsection (1) are— (a) the name and address of the person delivering the statement and an indication of their interest in the charge; (b) the registered name and number of the LLP that— (i) created the charge (in a case within section 859A or 859B), or (ii) acquired the property or undertaking subject to the charge (in a case within section 859C); (c) in respect of a charge created before 6th April 2013— (i) the date of creation of the charge; (ii) a description of the instrument (if any) by which the charge is created or evidenced; (iii) short particulars of the property or undertaking charged; (d) in respect of a charge created on or after 6th April 2013, the unique reference code allocated to the charge. (5) The registrar may include in the register— (a) a statement of satisfaction in whole or in part, or (b) a statement of the fact that all or part of the property or undertaking has been released from the charge or has ceased to form part of the LLP’s property or undertaking (as the case may be). (859M) (1) Subsection (3) applies if the court is satisfied that— (a) there has been an omission or mis-statement in any statement or notice delivered to the registrar in accordance with this Chapter, and (b) the requirement in subsection (2) is met. (2) The requirement is that the court is satisfied— (a) that the omission or mis-statement— (i) was accidental or due to inadvertence or to some other sufficient cause, or (ii) is not of a nature to prejudice the position of creditors of the LLP, or (b) that on other grounds it is just and equitable to grant relief. (3) The court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the court just and expedient, order that the omission or mis-statement be rectified. (4) A copy of the court’s order must be sent by the applicant to the registrar for registration. (859N) (1) Subsection (2) applies if the court is satisfied that— (a) a copy of an instrument or debenture delivered to the registrar under this Chapter contains material which could have been omitted under section 859G; (b) the wrong instrument or debenture was delivered to the registrar; or (c) the copy was defective. (2) The court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the court just and expedient, order that the copy of the instrument or debenture be removed from the register and replaced. (3) A copy of the court’s order must be sent by the applicant to the registrar for registration. (859O) (1) This section applies where, after the creation of a charge, the charge is amended by adding or amending a term that— (a) prohibits or restricts the creation of any fixed security or any other charge having priority over, or ranking pari passu with, the charge; or (b) varies, or otherwise regulates the order of, the ranking of the charge in relation to any fixed security or any other charge. (2) Either the LLP that created the charge or the person taking the benefit of the charge (or another charge referred to in subsection (1)(b)) may deliver to the registrar for registration— (a) a certified copy of the instrument effecting the amendment, variation or regulation, and (b) a statement of the particulars set out in subsection (3). (3) The particulars to be included in the statement are— (a) the registered name and number of the LLP; (b) in the case of a charge created before 6th April 2013— (i) the date of creation of the charge; (ii) a description of the instrument (if any) by which the charge was created or evidenced; (iii) short particulars of the property or undertaking charged as set out when the charge was registered; (c) in the case of a charge created on or after 6th April 2013, (where allocated) the unique reference code allocated to the charge. (4) Subsections (1) to (3) do not affect the continued application of section 466 of the Companies Act 1985. (5) In this section “fixed security” has the meaning given in section 486(1) of the Companies Act 1985. (859P) (1) An LLP must keep available for inspection a copy of every— (a) instrument creating a charge capable of registration under this Chapter, and (b) instrument effecting any variation or amendment of such a charge. (2) In the case of a charge contained in a series of uniform debentures, a copy of one of the debentures of the series is sufficient for the purposes of subsection (1)(a). (3) If the particulars referred to in section 859D(1) or the particulars of the property or undertaking charged are not contained in the instrument creating the charge, but are instead contained in other documents which are referred to in or otherwise incorporated into the instrument, then the LLP must also keep available for inspection a copy of those other documents. (4) It is sufficient for the purposes of subsection (1)(a) if the LLP keeps a copy of the instrument in the form delivered to the registrar under section 859A(3), 859B(3) or (4) or 859C(3). (5) Where a translation has been delivered to the registrar in accordance with section 1105, the LLP must keep available for inspection a copy of the translation. (859Q) (1) This section applies to documents required to be kept available for inspection under section 859P (copies of instruments creating and amending charges). (2) The documents must be kept available for inspection— (a) at the LLP’s registered office, or (b) at a place specified in Part 2 of the Companies (Company Records) Regulations 2008 (S.I. 2008/3006). (3) The LLP must give notice to the registrar— (a) of the place at which the documents are kept available for inspection, and (b) of any change in that place, unless they have at all times been kept at the LLP’s registered office. (4) The documents must be open to the inspection— (a) of any creditor or member of the LLP without charge, and (b) of any other person on payment of the fee prescribed by regulation (2)(c) of the Companies (Fees for Inspection of Company Records) Regulations 2008 (S.I. 2008/3007). (5) If default is made for 14 days in complying with subsection (3) or an inspection required under subsection (4) is refused, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (7) If an inspection required under subsection (4) is refused the court may by order compel an immediate inspection. (8) Where the LLP and a person wishing to carry out an inspection under subsection (4) agree, the inspection may be carried out by electronic means.

Special rules about debentures

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Charges in other jurisdictions

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Orders charging land: Northern Ireland

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The register of charges

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Avoidance of certain charges

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LLPs' records and registers

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CHAPTER 2 — LLPS REGISTERED IN SCOTLAND

Charges requiring registration

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Special rules about debentures

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Charges on property outside the United Kingdom

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The register of charges

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Avoidance of certain charges

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LLPs' records and registers

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PART 10 — ARRANGEMENTS, RECONSTRUCTIONS AND CROSS-BORDER MERGERS

Arrangements and reconstructions

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• (1) Sections 895 to 900 apply to LLPs, modified so that they read as follows—

(895) The provisions of this Part apply where a compromise or arrangement is proposed between an LLP and— (a) its creditors, or any class of them, or (b) its members, or any class of them. (896) (1) The court may, on an application under this section, order a meeting of the creditors or class of creditors, or of the members of the LLP or class of members (as the case may be), to be summoned in such manner as the court directs. (2) An application under this section may be made by— (a) the LLP, (b) any creditor or member of the LLP, (c) if the LLP is being wound up, the liquidator, or (d) if the LLP is in administration, the administrator. (4) This section is subject to section 899A (moratorium debts, etc). (897) (1) Where a meeting is summoned under section 896— (a) every notice summoning the meeting that is sent to a creditor or member must be accompanied by a statement complying with this section, and (b) every notice summoning the meeting that is given by advertisement must either— (i) include such a statement, or (ii) state where and how creditors or members entitled to attend the meeting may obtain copies of such a statement. (2) The statement must— (a) explain the effect of the compromise or arrangement, and (b) in particular, state— (i) any material interests of the members of the LLP (whether as members or as creditors of the LLP or otherwise), and (ii) the effect on those interests of the compromise or arrangement, in so far as it is different from the effect on the like interests of other persons. (3) Where the compromise or arrangement affects the rights of debenture holders of the LLP, the statement must give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the LLP's members. (4) Where a notice given by advertisement states that copies of an explanatory statement can be obtained by creditors or members entitled to attend the meeting, every such creditor or member is entitled, on making application in the manner indicated by the notice, to be provided by the LLP with a copy of the statement free of charge. (5) If an LLP makes default in complying with any requirement of this section, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. This is subject to subsection (7) below. (6) For this purpose the following are treated as members of the LLP— (a) a liquidator or administrator of the LLP, and (b) a trustee of a deed for securing the issue of debentures of the LLP. (7) A person is not guilty of an offence under this section if he shows that the default was due to the refusal of a member or trustee for debenture holders to supply the necessary particulars of his interests. (8) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (898) (1) It is the duty of— (a) any member of the LLP, and (b) any trustee for its debenture holders, to give notice to the LLP of such matters relating to himself as may be necessary for the purposes of section 897 (explanatory statement to be circulated or made available). (2) Any person who makes default in complying with this section commits an offence. (3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (899) (1) If a majority in number representing 75% in value of the creditors or class of creditors or members or class of members (as the case may be), present and voting either in person or by proxy at the meeting summoned under section 896, agree a compromise or arrangement, the court may, on an application under this section, sanction the compromise or arrangement. (1A) Subsection (1) is subject to section 899A (moratorium debts, etc). (2) An application under this section may be made by— (a) the LLP, (b) any creditor or member of the LLP, (c) if the LLP is being wound up, the liquidator, or (d) if the LLP is in administration, the administrator. (3) A compromise or agreement sanctioned by the court is binding on— (a) all creditors or the class of creditors or on the members or class of members (as the case may be), and (b) the LLP or, in the case of an LLP in the course of being wound up, the liquidator and contributories of the LLP. (4) The court's order has no effect until a copy of it has been delivered to the registrar. (899A) (1) This section applies where— (a) an application under section 896 in respect of a compromise or arrangement is made before the end of the period of 12 weeks beginning with the day after the end of any moratorium for the LLP under Part A1 of the Insolvency Act 1986 or Part 1A of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)), and (b) the creditors with whom the compromise or arrangement is proposed include any relevant creditors (see subsection (2)). (2) In this section “relevant creditor” means— (a) a creditor in respect of a moratorium debt, or (b) a creditor in respect of a priority pre-moratorium debt. (3) The relevant creditors may not participate in the meeting summoned under section 896. (4) For the purposes of section 897 (statement to be circulated or made available)— (a) the requirement in section 897(1)(a) is to be read as including a requirement to send each relevant creditor a statement complying with section 897; (b) any reference to creditors entitled to attend the meeting summoned under section 896 includes a reference to relevant creditors. (5) The court may not sanction the compromise or arrangement under section 899 if it includes provision in respect of any relevant creditor who has not agreed to it. (6) In this section— - “moratorium debt”—in the case of a moratorium under Part A1 of the Insolvency Act 1986, has the same meaning as in section 174A of that Act;in the case of a moratorium under Part 1A of the Insolvency (Northern Ireland) Order 1989, has the same meaning as in Article 148A of that Order; - “priority pre-moratorium debt”—in the case of a moratorium under Part A1 of the Insolvency Act 1986, has the same meaning as in section 174A of that Act;in the case of a moratorium under Part 1A of the Insolvency (Northern Ireland) Order 1989, has the same meaning as in Article 148A of that Order. (900) (1) This section applies where application is made to the court under section 899 to sanction a compromise or arrangement and it is shown that— (a) the compromise or arrangement is proposed for the purposes of, or in connection with, a scheme for the reconstruction of any LLP or LLPs, or the amalgamation of any two or more relevant bodies corporate (where one or more of them is an LLP), and (b) under the scheme the whole or any part of the undertaking or the property of any LLP concerned in the scheme (“a transferor LLP”) is to be transferred to another relevant body corporate (“the transferee body corporate”). (2) The court may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters— (a) the transfer to the transferee body corporate of the whole or any part of the undertaking and of the property or liabilities of any transferor LLP; (b) the allotting or appropriation by the transferee body corporate of any shares, debentures, policies or other like interests in that body corporate which under the compromise or arrangement are to be allotted or appropriated by that body corporate to or for any person; (c) the continuation by or against the transferee body corporate of any legal proceedings pending by or against any transferor LLP; (d) the dissolution, without winding up, of any transferor LLP; (e) the provision to be made for any persons who, within such time and in such manner as the court directs, dissent from the compromise or arrangement; (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. (3) If an order under this section provides for the transfer of property or liabilities— (a) the property is by virtue of the order transferred to, and vests in, the transferee body corporate, and (b) the liabilities are, by virtue of the order, transferred to and become liabilities of that body corporate. (4) The property (if the order so directs) vests freed from any charge that is by virtue of the compromise or arrangement to cease to have effect. (5) In this section— - “relevant body corporate” means an LLP or a company; - “property” includes property, rights and powers of every description; and - “liabilities” includes duties. (6) Every body corporate in relation to which an order is made under this section must cause a copy of the order to be delivered to the registrar within seven days after its making. (7) If default is made in complying with subsection (6) an offence is committed by— (a) the LLP, and every member of the LLP who is in default, and (b) the company, and every officer of the company who is in default. (8) A person guilty of an offence under subsection (7) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

• (2) Section 323 of the Companies Act 2006 (representation of corporations at meetings) applies to a meeting of creditors of the LLP under section 896 ... of that Act.

Cross-border mergers

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PART 11 — FRAUDULENT TRADING

Offence of fraudulent trading

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Section 993 applies to LLPs, modified so that it reads as follows—

(993) (1) If any business of an LLP is carried on with intent to defraud creditors of the LLP or creditors of any other person, or for any fraudulent purpose, every person who is knowingly a party to the carrying on of the business in that manner commits an offence. (2) This applies whether or not the LLP has been, or is in the course of being, wound up. (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding ten years or a fine (or both); (b) on summary conviction— (i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or a fine not exceeding the statutory maximum (or both); (ii) in Northern Ireland, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum (or both).

PART 12 — PROTECTION OF MEMBERS AGAINST UNFAIR PREJUDICE

Main provisions

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Sections 994 to 996 apply to LLPs, modified so that they read as follows—

(994) (1) A member of an LLP may apply to the court by petition for an order under this Part on the ground— (a) that the LLP's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or (b) that an actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial. (2) For the purposes of subsection (1)(a), a removal of the LLP's auditor from office— (a) on grounds of divergence of opinions on accounting treatments or audit procedures, or (b) on any other improper grounds, shall be treated as being unfairly prejudicial to the interests of some part of the LLP's members. (3) The members of an LLP may by unanimous agreement exclude the right contained in subsection (1) either indefinitely or for such period as is specified in the agreement. The agreement must be recorded in writing. (995) (1) This section applies to an LLP in respect of which— (a) the Secretary of State has received a report under section 437 of the Companies Act 1985 (c. 6) (inspector's report); (b) the Secretary of State has exercised his powers under section 447 or 448 of that Act (powers to require documents and information or to enter and search premises); (c) the Secretary of State, the Bank of England, the Financial Conduct Authority or the Prudential Regulation Authority has exercised his or its powers under Part 11 of the Financial Services and Markets Act 2000 (c. 8) (information gathering and investigations); or (d) the Secretary of State has received a report from an investigator appointed by the Secretary of State, the Bank of England, the Financial Conduct Authority or the Prudential Regulation Authority under that Part. (2) If it appears to the Secretary of State that in the case of such an LLP— (a) the LLP's affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members, or (b) an actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial, he may apply to the court by petition for an order under this Part. (3) The Secretary of State may do this in addition to, or instead of, presenting a petition for the winding up of the LLP. (996) (1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of. (2) Without prejudice to the generality of subsection (1), the court's order may— (a) regulate the conduct of the LLP's affairs in the future; (b) require the LLP— (i) to refrain from doing or continuing an act complained of, or (ii) to do an act that the petitioner has complained it has omitted to do; (c) authorise civil proceedings to be brought in the name and on behalf of the LLP by such person or persons and on such terms as the court may direct; (d) require the LLP or the members of the LLP not to make any, or any specified, alterations in the LLP agreement without the leave of the court; (e) provide for the purchase of the rights and interests of any members in the LLP by other members or by the LLP itself.

Supplementary provision

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Section 997 applies to LLPs as follows—

(997) The power to make rules under section 411 of the Insolvency Act 1986 (c. 45) or Article 359 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)), so far as relating to a winding-up petition, applies for the purposes of a petition under this Part.

PART 13 — DISSOLUTION AND RESTORATION TO THE REGISTER

CHAPTER 1 — STRIKING OFF

Registrar's power to strike off defunct LLP

50

Sections 1000 to 1002 apply to LLPs, modified so that they read as follows—

(1000) (1) If the registrar has reasonable cause to believe that an LLP is not carrying on business or in operation, the registrar may send to the LLP a communication inquiring whether the LLP is carrying on business or in operation. (2) If the registrar does not within 14 days of sending the communication receive any answer to it, the registrar must within 14 days after the expiration of that period send to the LLP a second communication referring to the first communication, and stating— (a) that no answer to it has been received, and (b) that if an answer is not received to the second communication within 14 days from its date, a notice will be published in the Gazette with a view to striking the LLP's name off the register. (3) If the registrar— (a) receives an answer to the effect that the LLP is not carrying on business or in operation, or (b) does not within 14 days after sending the second communication receive any answer, the registrar may publish in the Gazette, and send to the LLP ..., a notice that at the expiration of 2 months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved. (4) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register. (5) The registrar must publish notice in the Gazette of the LLP's name having been struck off the register. (6) On the publication of the notice in the Gazette the LLP is dissolved. (7) However— (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and (b) nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register. (1001) (1) If, in a case where an LLP is being wound up— (a) the registrar has reasonable cause to believe— (i) that no liquidator is acting, or (ii) that the affairs of the LLP are fully wound up, and (b) the returns required to be made by the liquidator have not been made for a period of six consecutive months, the registrar must publish in the Gazette and send to the LLP or the liquidator (if any) a notice that at the expiration of 2 months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved. (2) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register. (3) The registrar must publish notice in the Gazette of the LLP's name having been struck off the register. (4) On the publication of the notice in the Gazette the LLP is dissolved. (5) However— (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and (b) nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register. (1002) (1) If the registrar is not able to send a communication or notice under section 1000 or 1001 to an LLP, the communication may be sent to a member of the LLP at an address for that member that has been notified to the registrar by the LLP. (2) If there is no member of the LLP whose name and address are known to the registrar, the communication or notice may be sent to each of the persons who subscribed the incorporation document (if their addresses are known to the registrar). (3) A notice to be sent to a liquidator under section 1001 may be sent to the address of the liquidator’s last known place of business or to an address specified by the liquidator to the registrar for the purpose of receiving notices, or notices of that kind. (4) In this section “address” includes a number or address used for the purposes of sending or receiving documents or information by electronic means. (5) For the purposes of subsection (4) a document or information is sent or received by electronic means if it is— (a) sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data, and (b) entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means. References to electronic means have a corresponding meaning.

Voluntary striking off

51

Sections 1003 to 1011 apply to LLPs, modified so that they read as follows—

(1003) (1) The registrar of companies may strike the LLP's name off the register on application by— (a) a majority of the members of an LLP, or (b) if there are only two such members, by both of them, or (c) if there is only one remaining member of an LLP, by that member. (2) The application must contain a declaration by the member or members making the application that neither section 1004 nor 1005 prevents the application from being made. (3) The registrar may not strike an LLP off under this section until after the expiration of 2 months from the publication by the registrar in the Gazette of a notice— (a) stating that the registrar may exercise the power under this section in relation to the LLP, and (b) inviting any person to show cause why that should not be done. (4) The registrar must publish notice in the Gazette of the LLP's name having been struck off. (5) On the publication of the notice in the Gazette the LLP is dissolved. (6) However— (a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and (b) nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register. (1004) (1) An application under section 1003 (application for voluntary striking off) on behalf of an LLP must not be made if, at any time in the previous three months, the LLP has— (a) changed its name, (b) traded or otherwise carried on business, (c) made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business, or (d) engaged in any other activity, except one which is— (i) necessary or expedient for the purpose of making an application under that section, or deciding whether to do so, (ii) necessary or expedient for the purpose of concluding the affairs of the LLP, or (iii) necessary or expedient for the purpose of complying with any statutory requirement. (2) For the purposes of this section, an LLP is not to be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business. (3) It is an offence for a person to make an application in contravention of this section. (4) In proceedings for such an offence it is a defence for the accused to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention. (5) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (1005) (1) An application under section 1003 (application for voluntary striking off) on behalf of an LLP must not be made at a time when— (a) an application to the court under Part 26 or 26A has been made on behalf of the LLP for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; (b) a voluntary arrangement in relation to the LLP has been proposed under Part 1 of the Insolvency Act 1986 (c. 45) or Part 2 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)) and the matter has not been finally concluded; (c) the LLP is in administration under Part 2 of that Act or Part 3 of that Order; (d) paragraph 44 of Schedule B1 to that Act or paragraph 45 of Schedule B1 to that Order applies (interim moratorium on proceedings where application to the court for an administration order has been made or notice of intention to appoint administrator has been filed); (e) the LLP is being wound up under Part 4 of that Act or Part 5 of that Order, whether voluntarily or by the court, or a petition under that Part for winding up of the LLP by the court has been presented and not finally dealt with or withdrawn; (f) there is a receiver or manager of the LLP's property; (g) the LLP's estate is being administered by a judicial factor. (2) For the purposes of subsection (1)(a), the matter is finally concluded if— (a) the application has been withdrawn, (b) the application has been finally dealt with without a compromise or arrangement being sanctioned by the court, or (c) a compromise or arrangement has been sanctioned by the court and has, together with anything required to be done under any provision made in relation to the matter by order of the court, been fully carried out. (3) For the purposes of subsection (1)(b), the matter is finally concluded if— (a) no meeting is to be summoned under section 3 of the Insolvency Act 1986 (c. 45) or Article 16 of the Insolvency (Northern Ireland) Order 1989, (b) the meeting summoned under that section or Article fails to approve the arrangement with no, or the same, modifications, (c) an arrangement approved by a meeting summoned under that section, or in consequence of a direction under section 6(4)(b) of that Act or Article 19(4)(b) of that Order, has been fully implemented, or (d) the court makes an order under section 6(5) of that Act or Article 19(5) of that Order revoking approval given at a previous meeting and, if the court gives any directions under section 6(6) of that Act or Article 19(6) of that Order, the LLP has done whatever it is required to do under those directions. (4) It is an offence for a person to make an application in contravention of this section. (5) In proceedings for such an offence it is a defence for the accused to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention. (6) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (1006) (1) A person who makes an application under section 1003 (application for voluntary striking off) on behalf of an LLP must secure that, within seven days from the day on which the application is made, a copy of it is given to every person who at any time on that day is— (a) a member of the LLP, (b) an employee of the LLP, (c) a creditor of the LLP, or (d) a manager or trustee of any pension fund established for the benefit of employees of the LLP. (2) Subsection (1) does not require a copy of the application to be given to a member who is a party to the application. (3) The duty imposed by this section ceases to apply if the application is withdrawn before the end of the period for giving the copy application. (4) A person who fails to perform the duty imposed on him by this section commits an offence. If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated offence. (5) In proceedings for an offence under this section it is a defence for the accused to prove that he took all reasonable steps to perform the duty. (6) A person guilty of an offence under this section (other than an aggravated offence) is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (7) A person guilty of an aggravated offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both); (b) on summary conviction— (i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). (1007) (1) This section applies in relation to any time after the day on which an LLP makes an application under section 1003 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn. (2) A person who is a member of the LLP at the end of a day on which a person (other than himself) becomes— (a) a member of the LLP, (b) an employee of the LLP, (c) a creditor of the LLP, or (d) a manager or trustee of any pension fund established for the benefit of employees of the LLP, must secure that a copy of the application is given to that person within seven days from that day. (3) The duty imposed by this section ceases to apply if the application is finally dealt with or withdrawn before the end of the period for giving the copy application. (4) A person who fails to perform the duty imposed on him by this section commits an offence. If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated offence. (5) In proceedings for an offence under this section it is a defence for the accused to prove— (a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 1003, or (b) that he took all reasonable steps to perform the duty. (6) A person guilty of an offence under this section (other than an aggravated offence) is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (7) A person guilty of an aggravated offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both); (b) on summary conviction— (i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (ii) in Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both). (1008) (1) The following provisions have effect for the purposes of— - section 1006 (copy of application to be given to members, employees, etc), and - section 1007 (copy of application to be given to new members, employees, etc). (2) A document is treated as given to a person if it is— (a) delivered to him, or (b) left at his proper address, or (c) sent by post to him at that address. (3) For the purposes of subsection (2) and section 7 of the Interpretation Act 1978 (c. 30) (service of documents by post) as it applies in relation to that subsection, the proper address of a person is— (a) in the case of a firm incorporated or formed in the United Kingdom, its registered or principal office; (b) in the case of a firm incorporated or formed outside the United Kingdom— (i) if it has a place of business in the United Kingdom, its principal office in the United Kingdom, or (ii) if it does not have a place of business in the United Kingdom, its registered or principal office; (c) in the case of an individual, his last known address. (4) In the case of a creditor of the LLP a document is treated as given to him if it is left or sent by post to him— (a) at the place of business of his with which the LLP has had dealings by virtue of which he is a creditor of the LLP, or (b) if there is more than one such place of business, at each of them. (1009) (1) This section applies where, at any time on or after the day on which an LLP makes an application under section 1003 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn— (a) the LLP— (i) changes its name, (ii) trades or otherwise carries on business, (iii) makes a disposal for value of any property or rights other than those which it was necessary or expedient for it to hold for the purpose of making, or proceeding with, an application under that section, or (iv) engages in any activity, except one to which subsection (4) applies; (b) an application is made to the court under Part 26 or 26A on behalf of the LLP for the sanctioning of a compromise or arrangement; (c) a voluntary arrangement in relation to the LLP is proposed under Part 1 of the Insolvency Act 1986 (c. 45) or Part 2 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)); (d) an application to the court for an administration order in respect of the LLP is made under paragraph 12 of Schedule B1 to that Act or paragraph 13 of Schedule B1 to that Order; (e) an administrator is appointed in respect of the LLP under paragraph 14 or 22 of Schedule B1 to that Act or paragraph 15 or 23 of Schedule B1 to that Order, or a copy of notice of intention to appoint an administrator of the LLP under any of those provisions is filed with the court; (f) there arise any of the circumstances in which, under section 84(1) of that Act or Article 70 of that Order, the LLP may be voluntarily wound up; (g) a petition is presented for the winding up of the LLP by the court under Part 4 of that Act or Part 5 of that Order; (h) a receiver or manager of the LLP's property is appointed; or (i) a judicial factor is appointed to administer the LLP's estate. (2) A person who, at the end of a day on which any of the events mentioned in subsection (1) occurs, is a member of the LLP must secure that the LLP's application is withdrawn forthwith. (3) For the purposes of subsection (1)(a), an LLP is not treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business. (4) The excepted activities referred to in subsection (1)(a)(iv) are any activity necessary or expedient for the purposes of— (a) making, or proceeding with, an application under section 1003 (application for voluntary striking off), (b) concluding affairs of the LLP that are outstanding because of what has been necessary or expedient for the purpose of making, or proceeding with, such an application, or (c) complying with any statutory requirement. (5) A person who fails to perform the duty imposed on him by this section commits an offence. (6) In proceedings for an offence under this section it is a defence for the accused to prove— (a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 1003, or (b) that he took all reasonable steps to perform the duty. (7) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction, to a fine not exceeding the statutory maximum. (1010) An application under section 1003 is withdrawn by notice to the registrar. (1011) In this Chapter “creditor” includes a contingent or prospective creditor.

CHAPTER 2 — PROPERTY OF DISSOLVED LLP

Property of dissolved LLP vesting as bona vacantia

52

Sections 1012 to 1014 apply to LLPs, modified so that they read as follows—

(1012) (1) When an LLP is dissolved, all property and rights whatsoever vested in or held on trust for the LLP immediately before its dissolution (including leasehold property, but not including property held by the LLP on trust for another person) are deemed to be bona vacantia and— (a) accordingly belong to the Crown, or to the Duchy of Lancaster or to the Duke of Cornwall for the time being (as the case may be), and (b) vest and may be dealt with in the same manner as other bona vacantia accruing to the Crown, to the Duchy of Lancaster or to the Duke of Cornwall. (2) Subsection (1) has effect subject to the possible restoration of the LLP to the register under Chapter 3 (see section 1034). (1013) (1) Where property vests in the Crown under section 1012, the Crown's title to it under that section may be disclaimed by a notice signed by the Crown representative, that is to say the Treasury Solicitor, or, in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer. (2) The right to execute a notice of disclaimer under this section may be waived by or on behalf of the Crown either expressly or by taking possession. (3) A notice of disclaimer must be executed within three years after— (a) the date on which the fact that the property may have vested in the Crown under section 1012 first comes to the notice of the Crown representative, or (b) if ownership of the property is not established at that date, the end of the period reasonably necessary for the Crown representative to establish the ownership of the property. (4) If an application in writing is made to the Crown representative by a person interested in the property requiring him to decide whether he will or will not disclaim, any notice of disclaimer must be executed within twelve months after the making of the application or such further period as may be allowed by the court. (5) A notice of disclaimer under this section is of no effect if it is shown to have been executed after the end of the period specified by subsection (3) or (4). (6) A notice of disclaimer under this section must be delivered to the registrar and retained and registered by him. (7) Copies of it must be published in the Gazette and sent to any persons who have given the Crown representative notice that they claim to be interested in the property. (8) This section applies to property vested in the Duchy of Lancaster or the Duke of Cornwall under section 1012 as if for references to the Crown and the Crown representative there were respectively substituted references to the Duchy of Lancaster and to the Solicitor to that Duchy, or to the Duke of Cornwall and to the Solicitor to the Duchy of Cornwall, as the case may be. (1014) (1) Where notice of disclaimer is executed under section 1013 as respects any property, that property is deemed not to have vested in the Crown under section 1012. (2) The following sections contain provisions as to the effect of the Crown disclaimer— - sections 1015 to 1019 apply in relation to property in England and Wales or Northern Ireland; - sections 1020 to 1022 apply in relation to property in Scotland.

Effect of Crown disclaimer: England and Wales and Northern Ireland

53

Sections 1015 to 1019 apply to LLPs, modified so that they read as follows—

(1015) (1) The Crown's disclaimer operates so as to terminate, as from the date of the disclaimer, the rights, interests and liabilities of the LLP in or in respect of the property disclaimed. (2) It does not, except so far as is necessary for the purpose of releasing the LLP from any liability, affect the rights or liabilities of any other person. (1016) (1) The disclaimer of any property of a leasehold character does not take effect unless a copy of the disclaimer has been served (so far as the Crown representative is aware of their addresses) on every person claiming under the LLP as underlessee or mortgagee, and either— (a) no application under section 1017 (power of court to make vesting order) is made with respect to that property before the end of the period of 14 days beginning with the day on which the last notice under this paragraph was served, or (b) where such an application has been made, the court directs that the disclaimer shall take effect. (2) Where the court gives a direction under subsection (1)(b) it may also, instead of or in addition to any order it makes under section 1017, make such order as it thinks fit with respect to fixtures, tenant's improvements and other matters arising out of the lease. (3) In this section the “Crown representative” means— (a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy; (b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall; (c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer; (d) in relation to other property, the Treasury Solicitor. (1017) (1) The court may on application by a person who— (a) claims an interest in the disclaimed property, or (b) is under a liability in respect of the disclaimed property that is not discharged by the disclaimer, make an order under this section in respect of the property. (2) An order under this section is an order for the vesting of the disclaimed property in, or its delivery to— (a) a person entitled to it (or a trustee for such a person), or (b) a person subject to such a liability as is mentioned in subsection (1)(b) (or a trustee for such a person). (3) An order under subsection (2)(b) may only be made where it appears to the court that it would be just to do so for the purpose of compensating the person subject to the liability in respect of the disclaimer. (4) An order under this section may be made on such terms as the court thinks fit. (5) On a vesting order being made under this section, the property comprised in it vests in the person named in that behalf in the order without conveyance, assignment or transfer. (1018) (1) The court must not make an order under section 1017 vesting property of a leasehold nature in a person claiming under the LLP as underlessee or mortgagee except on terms making that person— (a) subject to the same liabilities and obligations as those to which the LLP was subject under the lease, or (b) if the court thinks fit, subject to the same liabilities and obligations as if the lease had been assigned to him. (2) Where the order relates to only part of the property comprised in the lease, subsection (1) applies as if the lease had comprised only the property comprised in the vesting order. (3) A person claiming under the LLP as underlessee or mortgagee who declines to accept a vesting order on such terms is excluded from all interest in the property. (4) If there is no person claiming under the LLP who is willing to accept an order on such terms, the court has power to vest the LLP's estate and interest in the property in any person who is liable (whether personally or in a representative character, and whether alone or jointly with the LLP) to perform the lessee's covenants in the lease. (5) The court may vest that estate and interest in such a person freed and discharged from all estates, incumbrances and interests created by the LLP. (1019) Where in consequence of the disclaimer land that is subject to a rentcharge vests in any person, neither he nor his successors in title are subject to any personal liability in respect of sums becoming due under the rentcharge, except sums becoming due after he, or some person claiming under or through him, has taken possession or control of the land or has entered into occupation of it.

Effect of Crown disclaimer: Scotland

54

Sections 1020 to 1022 apply to LLPs, modified so that they read as follows—

(1020) (1) The Crown's disclaimer operates to determine, as from the date of the disclaimer, the rights, interests and liabilities of the LLP, and the property of the LLP, in or in respect of the property disclaimed. (2) It does not (except so far as is necessary for the purpose of releasing the LLP and its property from liability) affect the rights or liabilities of any other person. (1021) (1) The court may— (a) on application by a person who either claims an interest in disclaimed property or is under a liability not discharged by this Act in respect of disclaimed property, and (b) on hearing such persons as it thinks fit, make an order for the vesting of the property in or its delivery to any persons entitled to it, or to whom it may seem just that the property should be delivered by way of compensation for such liability, or a trustee for him. (2) The order may be made on such terms as the court thinks fit. (3) On a vesting order being made under this section, the property comprised in it vests accordingly in the person named in that behalf in the order, without conveyance or assignation for that purpose. (1022) (1) Where the property disclaimed is held under a lease the court must not make a vesting order in favour of a person claiming under the LLP, whether— (a) as sub-lessee, or (b) as creditor in a duly registered or (as the case may be) recorded heritable security over a lease, except on the following terms. (2) The person must by the order be made subject— (a) to the same liabilities and obligations as those to which the LLP was subject under the lease in respect of the property, or (b) if the court thinks fit, only to the same liabilities and obligations as if the lease had been assigned to him. In either event (if the case so requires) the liabilities and obligations must be as if the lease had comprised only the property comprised in the vesting order. (3) A sub-lessee or creditor declining to accept a vesting order on such terms is excluded from all interest in and security over the property. (4) If there is no person claiming under the LLP who is willing to accept an order on such terms, the court has power to vest the LLP's estate and interest in the property in any person liable (either personally or in a representative character, and either alone or jointly with the LLP) to perform the lessee's obligations under the lease. (5) The court may vest that estate and interest in such a person freed and discharged from all interests, rights and obligations created by the LLP in the lease or in relation to the lease. (6) For the purposes of this section a heritable security— (a) is duly recorded if it is recorded in the Register of Sasines, and (b) is duly registered if registered in accordance with the Land Registration (Scotland) Act 1979 (c. 33).

Supplementary provisions

55

Section 1023 applies to LLPs, modified so that it reads as follows—

(1023) (1) This section applies where on the dissolution of an LLP land in England and Wales or Northern Ireland that is subject to a rentcharge vests by operation of law in the Crown or any other person (“the proprietor”). (2) Neither the proprietor nor his successors in title are subject to any personal liability in respect of sums becoming due under the rentcharge, except sums becoming due after the proprietor, or some person claiming under or through him, has taken possession or control of the land or has entered into occupation of it.

CHAPTER 3 — RESTORATION TO THE REGISTER

Administrative restoration to the register

56

Sections 1024 to 1028 apply to LLPs, modified so that they read as follows—

(1024) (1) An application may be made to the registrar to restore to the register an LLP that has been struck off the register under section 1000 or 1001 (power of registrar to strike off defunct LLP). (2) An application under this section may be made whether or not the LLP has in consequence been dissolved. (3) An application under this section may only be made by a former member of the LLP. (4) An application under this section may not be made after the end of the period of six years from the date of the dissolution of the LLP. For this purpose an application is made when it is received by the registrar. (1025) (1) On an application under section 1024 the registrar shall restore the LLP to the register if, and only if, the following conditions are met. (2) The first condition is that the LLP was carrying on business or in operation at the time of its striking off. (3) The second condition is that, if any property or right previously vested in or held on trust for the LLP has vested as bona vacantia, the Crown representative has signified to the registrar in writing consent to the LLP's restoration to the register. (4) It is the applicant's responsibility to obtain that consent and to pay any costs (in Scotland, expenses) of the Crown representative— (a) in dealing with the property during the period of dissolution, or (b) in connection with the proceedings on the application, that may be demanded as a condition of giving consent. (5) The third condition is that the applicant has delivered to the registrar such documents relating to the LLP as are necessary to ensure that if the LLP is restored to the register the records kept by the registrar relating to the LLP will be up to date. (5A) The fourth condition is— (a) that any outstanding penalties under section 453 or corresponding earlier provisions (civil penalty for failure to deliver accounts) in relation to the LLP have been paid, and (b) that each relevant person has paid any outstanding fines or financial penalties relating to LLPs imposed on them in respect of an offence under the Companies Act 2006 as applied to LLPs or under the Limited Liability Partnerships Act 2000. (6) The fifth condition is that the applicant has sent notice of the application under section 1024 to all those who were members of the LLP at the time of its striking off. (6A) In subsection (5A)(b) “relevant person” means— (a) the applicant, (b) any person who— (i) was a member of the LLP immediately before it was dissolved or struck off, and (ii) if the LLP is restored to the register, will be a member immediately after its restoration, or (c) any person who is a relevant officer of a firm where the firm is— (i) a person mentioned in paragraph (a) or (b), or (ii) a person falling within this paragraph. (6B) In subsection (6A)(c) “relevant officer”— (a) in relation to a company, means a director; (b) in relation to a firm the affairs of which are managed by its members, means one of those members; (c) in relation to any other firm, means an officer of the firm whose functions correspond to that of a director of a company. (7) In this section the “Crown representative” means— (a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy; (b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall; (c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer; (d) in relation to other property, the Treasury Solicitor. (1026) (1) An application under section 1024 (application for administrative restoration to the register) must be accompanied by a statement of compliance. (2) The statement of compliance required is a statement— (a) that the person making the application has standing to apply (see subsection (3) of that section), and (b) that the requirements for administrative restoration (see section 1025) are met. (3) The registrar may accept the statement of compliance as sufficient evidence of those matters. (1027) (1) The registrar must give notice to the applicant of the decision on an application under section 1024 (application for administrative restoration to the register). (2) If the decision is that the LLP should be restored to the register, the restoration takes effect as from the date that notice is sent. (3) In the case of such a decision, the registrar must— (a) enter on the register a note of the date as from which the LLP's restoration to the register takes effect, and (b) cause notice of the restoration to be published in the Gazette. (4) The notice under subsection (3)(b) must state— (a) the name of the LLP or, if the LLP is restored to the register under a different name (see section 1033), that name and its former name, (b) the LLP's registered number, and (c) the date as from which the restoration of the LLP to the register takes effect. (1028) (1) The general effect of administrative restoration to the register is that the LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register. (2) The LLP is not liable to a penalty under section 453 or any corresponding earlier provision (civil penalty for failure to deliver accounts) for a financial year in relation to which the period for filing accounts and reports ended— (a) after the date of dissolution or striking off, and (b) before the restoration of the LLP to the register. (3) The court may give such directions and make such provision as seems just for placing the LLP and all other persons in the same position (as nearly as may be) as if the LLP had not been dissolved or struck off the register. (4) An application to the court for such directions or provision may be made any time within three years after the date of restoration of the LLP to the register.

Restoration to the register by the court

57

Sections 1029 to 1032 apply to LLPs, modified so that they read as follows—

(1029) (1) An application may be made to the court to restore to the register an LLP— (a) that has been dissolved under Chapter 9 of Part 4 of the Insolvency Act 1986 (c. 45) or Chapter 9 of Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)) (dissolution of LLP after winding up), (b) that is deemed to have been dissolved under paragraph 84(6) of Schedule B1 to that Act or paragraph 85(6) of Schedule B1 to that Order (dissolution of LLP following administration), or (c) that has been struck off the register— (i) under section 1000 or 1001 (power of registrar to strike off defunct LLP), or (ii) under section 1003 (voluntary striking off), whether or not the LLP has in consequence been dissolved. (2) An application under this section may be made by— (a) the Secretary of State, (b) any person having an interest in land in which the LLP had a superior or derivative interest, (c) any person having an interest in land or other property— (i) that was subject to rights vested in the LLP, or (ii) that was benefited by obligations owed by the LLP, (d) any person who but for the LLP's dissolution would have been in a contractual relationship with it, (e) any person with a potential legal claim against the LLP, (f) any manager or trustee of a pension fund established for the benefit of employees of the LLP, (g) any former member of the LLP (or the personal representatives of such a person), (h) any person who was a creditor of the LLP at the time of its striking off or dissolution, (i) any former liquidator of the LLP, or by any other person appearing to the court to have an interest in the matter. (1030) (1) An application to the court for restoration of an LLP to the register may be made at any time for the purpose of bringing proceedings against the LLP for damages for personal injury. (2) No order shall be made on such an application if it appears to the court that the proceedings would fail by virtue of any enactment as to the time within which proceedings must be brought. (3) In making that decision the court must have regard to its power under section 1032(3) (power to give consequential directions etc) to direct that the period between the dissolution (or striking off) of the LLP and the making of the order is not to count for the purposes of any such enactment. (4) In any other case an application to the court for restoration of an LLP to the register may not be made after the end of the period of six years from the date of the dissolution of the LLP, subject as follows. (5) In a case where— (a) the LLP has been struck off the register under section 1000 or 1001 (power of registrar to strike off defunct LLP), (b) an application to the registrar has been made under section 1024 (application for administrative restoration to the register) within the time allowed for making such an application, and (c) the registrar has refused the application, an application to the court under this section may be made within 28 days of notice of the registrar's decision being issued by the registrar, even if the period of six years mentioned in subsection (4) above has expired. (6) For the purposes of this section— (a) “personal injury” includes any disease and any impairment of a person's physical or mental condition; and (b) references to damages for personal injury include— (i) any sum claimed by virtue of section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (c. 41) or section 14(2)(c) of the Law Reform (Miscellaneous Provisions) Act (Northern Ireland) 1937 (1937 c. 9 (N.I.)) (funeral expenses), and (ii) damages under the Fatal Accidents Act 1976 (c. 30), the Damages (Scotland) Act 1976 (c. 13) or the Fatal Accidents (Northern Ireland) Order 1977 (S.I. 1977/1251 (N.I.18)). (1031) (1) On an application under section 1029 the court may order the restoration of the LLP to the register— (a) if the LLP was struck off the register under section 1000 or 1001 (power of registrar to strike off defunct LLPs) and the LLP was, at the time of the striking off, carrying on business or in operation; (b) if the LLP was struck off the register under section 1003 (voluntary striking off) and any of the requirements of sections 1004 to 1009 was not complied with; (c) if in any other case the court considers it just to do so. (2) If the court orders restoration of the LLP to the register, the restoration takes effect on a copy of the court's order being delivered to the registrar. (3) The registrar must cause to be published in the Gazette notice of the restoration of the LLP to the register. (4) The notice must state— (a) the name of the LLP or, if the LLP is restored to the register under a different name (see section 1033), that name and its former name, (b) the LLP's registered number, and (c) the date on which the restoration took effect. (1032) (1) The general effect of an order by the court for restoration to the register is that the LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register. (2) The LLP is not liable to a penalty under section 453 or any corresponding earlier provision (civil penalty for failure to deliver accounts) for a financial year in relation to which the period for filing accounts and reports ended— (a) after the date of dissolution or striking off, and (b) before the restoration of the LLP to the register. (3) The court may give such directions and make such provision as seems just for placing the LLP and all other persons in the same position (as nearly as may be) as if the LLP had not been dissolved or struck off the register. (4) The court may also give directions as to— (a) the delivery to the registrar of such documents relating to the LLP as are necessary to bring up to date the records kept by the registrar, (b) the payment of the costs (in Scotland, expenses) of the registrar in connection with the proceedings for the restoration of the LLP to the register, (c) where any property or right previously vested in or held on trust for the LLP has vested as bona vacantia, the payment of the costs (in Scotland, expenses) of the Crown representative— (i) in dealing with the property during the period of dissolution, or (ii) in connection with the proceedings on the application. (5) In this section the “Crown representative” means— (a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy; (b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall; (c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer; (d) in relation to other property, the Treasury Solicitor.

Supplementary provisions

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Sections 1033 and 1034 apply to LLPs, modified so that they read as follows—

(1033) (1) An LLP is restored to the register with the name it had before it was dissolved or struck off the register, subject to the following provisions. (2) If at the date of restoration the LLP could not be registered under its former name without contravening section 66 (name not to be the same as another in the registrar's index of names), it must be restored to the register— (a) under another name specified— (i) in the case of administrative restoration, in the application to the registrar, or (ii) in the case of restoration under a court order, in the court's order, or (b) as if its registered number was also its name. References to an LLP's being registered in a name, and to registration in that context, shall be read as including the LLP's being restored to the register. (3) If an LLP is restored to the register under a name specified in the application to the registrar, the provisions of— - paragraph 5 of the Schedule to the Limited Liability Partnerships Act 2000 (c. 12) (change of name: registration and issue of certificate of change of name), and - paragraph 6 of that Schedule (change of name: effect), apply as if the application to the registrar were notice of a change of name. (4) If an LLP is restored to the register under a name specified in the court's order, the provisions of— - paragraph 5 of the Schedule to the Limited Liability Partnerships Act 2000 (c. 12) (change of name: registration and issue of certificate of change of name), and - paragraph 6 of that Schedule (change of name: effect), apply as if the copy of the court order delivered to the registrar were notice of a change a name. (5) If the LLP is restored to the register as if its registered number was also its name— (a) the LLP must change its name within 14 days after the date of the restoration, (b) the change may be made by determination of the members, (c) the LLP must give notice to the registrar of the change, and (d) paragraphs 5 and 6 of the Schedule to the Limited Liability Partnerships Act 2000 (c. 12) apply as regards the registration and effect of the change. (6) If the LLP fails to comply with subsection (5)(a) or (c) an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (7) A person guilty of an offence under subsection (6) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scaleone-tenth of the greater of £5,000 or level 4 on the standard scale. (1034) (1) The person in whom any property or right is vested by section 1012 (property of dissolved LLP to be bona vacantia) may dispose of, or of an interest in, that property or right despite the fact that the LLP may be restored to the register under this Chapter. (2) If the LLP is restored to the register— (a) the restoration does not affect the disposition (but without prejudice to its effect in relation to any other property or right previously vested in or held on trust for the LLP), and (b) the Crown or, as the case may be, the Duke of Cornwall shall pay to the LLP an amount equal to— (i) the amount of any consideration received for the property or right or, as the case may be, the interest in it, or (ii) the value of any such consideration at the time of the disposition, or, if no consideration was received an amount equal to the value of the property, right or interest disposed of, as at the date of the disposition. (3) There may be deducted from the amount payable under subsection (2)(b) the reasonable costs of the Crown representative in connection with the disposition (to the extent that they have not been paid as a condition of administrative restoration or pursuant to a court order for restoration). (4) Where a liability accrues under subsection (2) in respect of any property or right which before the restoration of the LLP to the register had accrued as bona vacantia to the Duchy of Lancaster, the Attorney General of that Duchy shall represent Her Majesty in any proceedings arising in connection with that liability. (5) Where a liability accrues under subsection (2) in respect of any property or right which before the restoration of the LLP to the register had accrued as bona vacantia to the Duchy of Cornwall, such persons as the Duke of Cornwall (or other possessor for the time being of the Duchy) may appoint shall represent the Duke (or other possessor) in any proceedings arising out of that liability. (6) In this section the “Crown representative” means— (a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy; (b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall; (c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer; (d) in relation to other property, the Treasury Solicitor.

PART 14 — OVERSEAS LLPS

Trading disclosures

59

Section 1051 applies to LLPs, modified so that it reads as follows—

(1051) (1) The following provisions of Part 7 of the Overseas Companies Regulations 2009 (S.I. 2009/1801) (trading disclosures) apply to LLPs— (a) regulation 58(2); (b) regulation 59; (c) regulations 61 and 62; (d) regulation 66; (e) regulation 67(1) and (2). (2) As those provisions apply to LLPs— (a) for references to an overseas company substitute references to an overseas LLP; (b) for references to an officer of a company substitute references to a member of an LLP; (c) for regulation 61(1) substitute— (1) Every overseas LLP must display the name of the LLP and the country in which it is incorporated or otherwise established at every location where it carries on business in the United Kingdom. (d) for the introductory words to regulation 62 substitute— Every overseas LLP must state the LLP's name and the country in which it is incorporated on all— (3) For the purposes of paragraph (2)(a) above, “overseas LLP” means a body incorporated or otherwise established outside the United Kingdom whose name under its law of incorporation or establishment includes (or when translated into English includes) the words “limited liability partnership” or the abbreviation “llp” or “LLP”.

PART 15 — THE REGISTRAR OF COMPANIES

Provisions of general application

60

• (1) The application to LLPs by the following regulations of certain provisions of Part 35 of the Companies Act 2006 is without prejudice to the application in relation to LLPs of the provisions of that Part that are of general application .

• (2) Those provisions are—

• sections 1060(1) and (2) and 1061 to 1063 (the registrar),

• sections 1068 to 1071 (delivery of documents to the registrar),

• sections 1072 to 1076 (requirements for proper delivery),

• sections 1080(1), (4) and (5) and 1092 (keeping and production of records),

• section 1081A (registrar’s objectives to promote integrity of registers etc),

• section 1083 (preservation of original documents),

• section 1084A (recording of optional information on register),

• sections 1092A to 1092C (powers to require further information),

• sections 1108 to 1110 (language requirements: transliteration),

• sections 1110E to 1110G (disclosure of information),

• sections 1111 and 1114 to 1119 (supplementary provisions).

• section 1112B (false statement offences: national security etc defence).

Certificates of incorporation

61

Sections 1064 and 1065 apply to LLPs, modified so that they read as follows—

(1064) (1) The registrar must cause to be published— (a) in the Gazette, or (b) in accordance with section 1116 (alternative means of giving public notice), notice of the issue by the registrar of any certificate of incorporation of an LLP. (2) The notice must state the name and registered number of the LLP and the date of issue of the certificate. (3) This section applies to a certificate issued under— (a) paragraph 5 of the Schedule to the Limited Liability Partnerships Act 2000 (c. 12) (change of name: registration and issue of certificate of change of name), or (b) section 88(4) of this Act (Welsh LLPs), as well as to the certificate issued on an LLP's formation. (1065) Any person may require the registrar to provide him with a copy of any certificate of incorporation of an LLP, signed by the registrar or authenticated by the registrar's seal.

Registered numbers

62

Section 1066 applies to LLPs, modified so that it reads as follows—

(1066) (1) The registrar shall allocate to every LLP a number, which shall be known as the LLP's registered number. (2) LLPs' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine. (3) The registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary. (4) A change of an LLP's registered number has effect from the date on which the LLP is notified by the registrar of the change. (5) For a period of three years beginning with that date any requirement to disclose the LLP's registered number imposed by section 82 or section 1051 (trading disclosures) is satisfied by the use of either the old number or the new.

Public notice of receipt of certain documents

63

Sections 1077 to 1079 apply to LLPs, modified so that they read as follows—

(1077) (1) The registrar must cause to be published— (a) in the Gazette, or (b) in accordance with section 1116 (alternative means of giving public notice), notice of the receipt by the registrar of any document specified in section 1078. (2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt. (3) The registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the LLP to which the document relates. (1078) The following documents are specified for the purposes of section 1077—

(1079) (1) An LLP is not entitled to rely against other persons on the happening of any event to which this section applies unless— (a) the event has been officially notified at the material time, or (b) the LLP shows that the person concerned knew of the event at the material time. (2) The events to which this section applies are— (a) (as regards service of any document on the LLP) a change of the LLP's registered office, (b) the making of a winding-up order in respect of the LLP, or (c) the appointment of a liquidator in a voluntary winding up of the LLP. (3) If the material time falls— (a) on or before the 15th day after the date of official notification, or (b) where the 15th day was not a working day, on or before the next day that was, the LLP is not entitled to rely on the happening of the event as against a person who shows that he was unavoidably prevented from knowing of the event at that time. (4) “Official notification” means— (a) in relation to anything stated in a document specified in section 1078, notification of that document in accordance with section 1077; (b) in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with section 109 of the Insolvency Act 1986 (c. 45) or Article 95 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)).

The register

64

Sections 1081 and 1082 apply to LLPs, modified so that they read as follows—