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

(853A) (1) Every LLP must, before the end of the period of 14 days after the end of each review period, deliver to the registrar— (a) such information as is necessary to ensure that the LLP is able to make the statement referred to in paragraph (b), and (b) a statement (“a confirmation statement”) confirming— (i) that the LLP has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, all of the information that it is required to deliver in relation to the confirmation period concerned under any duty to notify a relevant event (see section 853B), ... (ii) that the LLP is delivering to the registrar at the same time as the confirmation statement any information that it is required to deliver by virtue of a duty imposed by any of sections 853BA, 853CA and 853CB. (iii) in the case of an LLP’s first statement under this paragraph, that the LLP has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, any information that it is required to deliver under section 167I or 790LG (pre-incorporation changes). (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) In this Part “confirmation period”— (a) in relation to an LLP’s first confirmation statement, means the period beginning with the day of the LLP’s incorporation and ending with the date specified in the statement (“confirmation date”); (b) in relation to any other confirmation statement of the LLP, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned. (4) The confirmation date of a confirmation statement must be no later than the last day of the review period concerned. (5) For the purposes of this Part, each of the following is a review period— (a) the period of 12 months beginning with the day of the LLP’s incorporation, (b) each period of 12 months beginning with the day after the end of the previous review period. (6) But where an LLP delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date. (7) For the purpose of making a confirmation statement an LLP is entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the LLP otherwise. (853B) The following duties are duties to notify a relevant event— (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (ba) in the case of an LLP to which Part 21A (information about people with significant control) applies, and in respect of which an election is not in force under section 790X (election to keep information in PSC register on central register), the duty to give notice of a change as mentioned in section 790VA (notification to the registrar of changes to the LLP’s PSC register); (c) the duty to deliver anything as mentioned in section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH (information about persons with significant control); (d) the duty to give notice of a change as mentioned in section 167G or 167H (changes in members or required information about a member); (e) in the case of an LLP which, in accordance with regulations under section 1136 (where certain LLP records to be kept available for inspection), keeps any LLP records at a place other than its registered office, any duty under the regulations to give notice of a change of address of that place. (853BA) Where an LLP makes a confirmation statement it must at the same time deliver to the registrar a statement that the intended future activities of the LLP are lawful.

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PART 9 — LLP CHARGES

CHAPTER 1 — LLPS REGISTERED IN ENGLAND AND WALES OR IN NORTHERN IRELAND

Requirement to register LLP charges

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Sections 859A to 859Q apply to LLPs, modified so that they read as follows—

(859A) (1) Subject to subsection (6), this section applies where an LLP creates a charge. (2) The registrar must register the charge if, before the end of the period allowed for delivery, the LLP or any person interested in the charge delivers to the registrar for registration a section 859D statement of particulars. (3) Where the charge is created or evidenced by an instrument, the registrar is required to register it only if a certified copy of the instrument is delivered to the registrar with the statement of particulars. (4) “The period allowed for delivery” is 21 days beginning with the day after the date of creation of the charge (see section 859E), unless an order allowing an extended period is made under section 859F(3). (5) Where an order is made under section 859F(3) a copy of the order must be delivered to the registrar with the statement of particulars. (6) This section does not apply to— (a) a charge in favour of a landlord on a cash deposit given as a security in connection with the lease of land; (b) a charge created by a member of Lloyd’s (within the meaning of the Lloyd’s Act 1982) to secure its obligations in connection with its underwriting business at Lloyd’s; (c) a charge excluded from the application of this section by or under any other Act. (7) In this Part— - “cash” includes foreign currency, - “charge” includes–a mortgage;a standard security, assignation in security, and any other right in security constituted under the law of Scotland, including any heritable security, but not including a pledge, and - “LLP” means an LLP registered in England and Wales or in Northern Ireland or in Scotland. (859B) (1) This section applies where— (a) an LLP creates a series of debentures containing a charge, or giving a charge by reference to another instrument, and (b) debenture holders of that series are entitled to the benefit of the charge pari passu. (2) The registrar must register the charge if, before the end of the period allowed for delivery, the LLP or any person interested in the charge delivers to the registrar for registration, a section 859D statement of particulars which also contains the following— (a) either— (i) the name of each of the trustees for the debenture holders, or (ii) where there are more than four such persons, the names of any four persons listed in the charge instrument as trustees for the debenture holders, and a statement that there are other such persons; (b) the dates of the determinations of the LLP authorising the issue of the series; (c) the date of the covering instrument (if any) by which the series is created or defined. (3) Where the charge is created or evidenced by an instrument, the registrar is required to register it only if a certified copy of the instrument is delivered to the registrar with the statement of particulars. (4) Where the charge is not created or evidenced by an instrument, the registrar is required to register it only if a certified copy of one of the debentures in the series is delivered to the registrar with the statement of particulars. (5) For the purposes of this section a statement of particulars is taken to be a section 859D statement of particulars even if it does not contain the names of the debenture holders. (6) “The period allowed for delivery” is— (a) if there is a deed containing the charge, 21 days beginning with the day after the date on which the deed is executed; (b) if there is no deed containing the charge, 21 days beginning with the day after the date on which the first debenture of the series is executed (7) Where an order is made under section 859F(3) a copy of the order must be delivered to the registrar with the statement of particulars. (8) 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. (859C) (1) This section applies where an LLP acquires property or undertaking which is subject to a charge of a kind which would, if it had been created by the LLP after the acquisition of the property or undertaking, have been capable of being registered under section 859A. (2) The registrar must register the charge if the LLP or any person interested in the charge delivers to the registrar for registration a section 859D statement of particulars. (3) Where the charge is created or evidenced by an instrument, the registrar is required to register it only if a certified copy of the instrument is delivered to the registrar with the statement of particulars. (859D) (1) A statement of particulars relating to a charge created by an LLP is a “section 859D statement of particulars” if it contains the following particulars— (a) the registered name and number of the LLP; (b) the date of creation of the charge and (if the charge is one to which section 859C applies) the date of acquisition of the property or undertaking concerned; (c) where the charge is created or evidenced by an instrument, the particulars listed in subsection (2); (d) where the charge is not created or evidenced by an instrument, the particulars listed in subsection (3). (2) The particulars referred to in subsection (1)(c) are— (a) any of the following— (i) the name of each of the persons in whose favour the charge has been created or of the security agents or trustees holding the charge for the benefit of one or more persons; or, (ii) where there are more than four such persons, security agents or trustees, the names of any four such persons, security agents or trustees listed in the charge instrument, and a statement that there are other such persons, security agents or trustees; (b) whether the instrument is expressed to contain a floating charge and, if so, whether it is expressed to cover all the property and undertaking of the LLP; (c) whether any of the terms of the charge prohibit or restrict the LLP from creating further security that will rank equally with or ahead of the charge; (d) whether (and if so, a short description of) any land, ship, aircraft or intellectual property, that is registered or required to be registered in the United Kingdom, is subject to a charge (which is not a floating charge) or fixed security included in the instrument; (e) whether the instrument includes a charge (which is not a floating charge) or fixed security over— (i) any tangible or corporeal property, or (ii) any intangible or incorporeal property, not described in paragraph (d). (3) The particulars referred to in subsection (1)(d) are— (a) a statement that there is no instrument creating or evidencing the charge; (b) the names of each of the persons in whose favour the charge has been created or the names of any security agents or trustees holding the charge for the benefit of one or more persons; (c) the nature of the charge; (d) a short description of the property or undertaking charged; (e) the obligations secured by the charge. (4) In this section “fixed security” has the meaning given in section 486(1) of the Companies Act 1985. (5) In this section “intellectual property” includes— (a) any patent, trade mark, registered design, copyright or design right; (b) any licence under or in respect of any such right. (859E) (1) For the purposes of this Part, a charge of the type described in column 1 of the Table below is taken to be created on the date given in relation to it in column 2 of that Table.

(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

46

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PART 11 — FRAUDULENT TRADING

Offence of fraudulent trading

47

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

48

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