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

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

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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

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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

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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

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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

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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

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• (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

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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

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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

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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—

(1081) (1) The registrar must place a note in the register recording— (a) the date on which a document is delivered to the registrar; (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement; (d) if material is removed— (i) what was removed (giving a general description of its contents), (ii) under what power, and (iii) the date on which that was done; (e) if a document is rectified under section 859M, the nature and date of rectification; (f) if a document is replaced under section 859N, the fact that it has been replaced and the date of delivery of the replacement. (2) Regulation 3 of the Registrar of Companies and Applications for Striking Off Regulations 2009 (S.I. 2009/1803) applies to LLPs as regards— (a) other circumstances in which the registrar is required or authorised to annotate the register, and (b) the contents of any such annotation. (2A) The registrar may place a note in the register containing such information as appears to the registrar to be appropriate to address any confusion that may arise where material that was formerly considered by the registrar to form part of the register is no longer considered by the registrar to do so. (3) No annotation is required in the case of a document that by virtue of section 1072(2) (documents not meeting requirements for proper delivery) is treated as not having been delivered. (4) A note may be removed if it no longer serves any useful purpose. (5) Any duty or power of the registrar with respect to annotation of the register is subject to the court's power under section 1097 (powers of court on ordering removal of material from the register) to direct— (a) that a note be removed from the register, or (b) that no note shall be made of the removal of material that is the subject of the court's order. (6) Notes placed in the register in accordance with subsection (1), (2A), in pursuance of the provision referred to in subsection (2) , or in pursuance of any other enactment, are part of the register for all purposes of the Companies Acts and the Limited Liability Partnerships Act 2000. (1082) (1) Chapters 1 and 2 of Part 4 of the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 (S.I. 2025/50) (unique identifiers) apply in relation to the register and dealings with the registrar. (2) Where provisions mentioned in paragraph (3) require a statement that the individual's identity is verified within the meaning of section 1110A of the 2006 Act, they must include a statement of the individual's unique identifier. (3) The provisions are— (a) section 12(2A); (b) section 12B(2); (c) section 167G(4)(c); (d) section 790LB(1); (e) section 790LM(2); (f) section 790LN(2); (g) regulation 16(2) of the Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033). (4) In this section— - “the register” has the meaning given by section 1080(2) of the 2006 Act as applied to LLPs by regulation 63A of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804); - “the registrar” has the meaning given by section 18 of the Limited Liability Partnerships Act 2000 (c. 12). (6) Where provisions mentioned in paragraph (7) require a statement that the individual’s identity is verified within the meaning of section 1110A of the 2006 Act, they must include a statement of the individual’s unique identifier. (7) The provisions are— (a) section 12(2A); (b) section 12B(2); (c) section 167G(4)(c); (d) section 790LB(1); (e) section 790LM(2); (f) section 790LN(2); (g) regulation 16(2) of the Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033).

Records relating to dissolved LLPs

65

Section 1084 applies to LLPs, modified so that it reads as follows—

(1084) (1) This section applies where an LLP is dissolved and a reference in this section to “the relevant date” is to the date on which the LLP was dissolved. (1A) The registrar need not make any information contained in records relating to the LLP available for public inspection at any time after the end of the period of 20 years beginning with the relevant date. (2) The registrar of companies for England and Wales may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the LLP or institution that are held by the registrar are to be removed to the Public Record Office. (2A) The registrar of companies for Northern Ireland may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the LLP or institution that are held by the registrar are to be removed to the Public Record Office of Northern Ireland. (3) Records in respect of which a direction is given under subsection (2) or (2A) are to be disposed of under the enactments relating to the Public Record Office or, as the case may be, the Public Record Office of Northern Ireland. (3A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Inspection etc of the register

66

Sections 1085 to 1091 apply to LLPs, modified so that they read as follows—

(1085) (1) Any person may inspect the register. (2) The right of inspection extends to the originals of documents delivered to the registrar in hard copy form if, and only if, the record kept by the registrar of the contents of the document is illegible or unavailable. The period for which such originals are to be kept is limited by section 1083(1). (3) This section has effect subject to— (a) sections 67(2), 73(7), 75(6), 76(9), 76A(9) and 76B(9) (which confer powers to suppress an LLP’s name that it has been directed or ordered to change); (b) section 1084(2) (records relating to LLPs that have been dissolved); (c) section 1087 (material not available for public inspection). (1086) (1) Any person may require a copy of any material on the register that is available for public inspection. (2) The fee for any such copy of material derived from a document specified for the purposes of section 1077, whether in hard copy or electronic form, must not exceed the administrative cost of providing it. (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1087) (1) The following material must not, so far as it forms part of the register, be made available by the registrar for public inspection— (za) an email address delivered to the registrar under— (i) section 2(2)(da) of the Limited Liability Partnerships Act 2000 or section 88B (initial registered email address and change of address); (ii) regulation 17ZB of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804); (a) the contents of any document sent to the registrar containing views expressed pursuant to section 56 (comments on proposal by LLP to use certain words or expressions in LLP name); (b) protected information within section 242(1) (members' residential addresses: restriction on disclosure by registrar); (c) representations received by the registrar in response to a notice under section 245(2) (notice of proposal to put member's usual residential address on the public record); (ca) information to which sections 240 to 244 are applied by section 790ZF(1) (residential addresses of people with significant control over the LLP); (cb) any information that, by virtue of Part 7 of the Register of People with Significant Control Regulations 2016 (S.I. 2016/339), as that Part is applied to LLPs by regulation 4 of, and Schedule 2 to, the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), the registrar must omit from the material on the register that is available for public inspection; (d) any application to the registrar under section 1024 (application for administrative restoration to the register) that has not yet been determined or was not successful; (e) any document received by the registrar in connection with the giving or withdrawal of consent under section 1075 (informal correction of documents) before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023; (ea) relevant date of birth information that section 1087A provides is not to be made available for public inspection; (f) any application or other document delivered to the registrar under section 1088 (application to make address unavailable for public inspection) and any address in respect of which such an application is successful; (fa) any information provided to the registrar under section 1092A (power to require further information); (g) any application or other document delivered to the registrar under section 1094 (removal of material from the register); (h) any court order under section 1096 (rectification of the register under court order) that the court has directed under section 1097 (powers of court on ordering removal of material from the register) is not to be made available for public inspection; (ha) any application or document delivered to the registrar under section 1097A, 1097B or 1097C (rectification of registered office, service address or principal office address) other than an order or direction of the court; (hb) any statement or other document delivered to the registrar by virtue of any of the following provisions— (i) section 2(2)(ea) of the Limited Liability Partnerships Act 2000; (ii) section 12B(2); (iii) section 167G(4)(c); (iv) section 790LB(1); (v) section 790LM(2); (vi) section 790LN(2); (hc) any application or other document delivered to the registrar under section 1098B, 1098D or 1098E or regulations under section 1098G (authorised corporate service providers); (hd) any document delivered to the registrar under regulations under section 1110B; (he) any statement delivered in accordance with regulation 16(2) of the Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (S.I. 2025/1033); (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (j) any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone; (ja) any record of the information contained in a document (or part of a document) mentioned in any of the previous paragraphs of this subsection. (k) any other material excluded from public inspection by or under any other enactment. (2) A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies. (3) Material to which this section applies need not be retained by the registrar for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar. (1087ZA) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1087A) (1) The registrar must not make available for public inspection— (a) so much of any document delivered to the registrar as is required to contain relevant date of birth information; (b) any record of the information contained in part of a document that is unavailable because of paragraph (a). (2) This section has limited application in relation to documents delivered before it comes fully into force: see section 1087B. (3) “Relevant date of birth information” means— (a) information as to the day of the month (but not the month or year) on which a LLP member (or proposed LLP member) was born; (b) information as to the day of the month (but not the month or year) on which a registrable person in relation to the LLP was born. (4) Information about a LLP member (or proposed LLP member) or registrable person does not cease to be relevant date of birth information when they cease to be a LLP member (or proposed LLP member) or registrable person. (5) Subsection (1)(b) does not affect the availability for public inspection of the same information contained in material derived from a part of a document that was not required to contain the information. (6) In this section “registrable person”, in relation to an LLP, has the meaning given by section 790C(4). (1087B) (1) This section limits the extent to which section 1087A applies in relation to documents delivered to the registrar before that section comes fully into force (“old documents”). (2) Section 1087A does not apply in relation to any old documents registered before 10 October 2015. (3) Section 1087A does not apply in relation to any old document that is— (a) a statement of the proposed members of the proposed LLP delivered under section 2 of the Limited Liability Partnerships Act 2000 in circumstances where the proposed members gave notice of election under section 167A (election to keep information on central register) in respect of the LLP’s register of members when the statement was delivered; (b) a document delivered by the LLP under section 167D (duty to notify registrar of changes while election in force); (c) a statement of initial significant control delivered under section 2 of the Limited Liability Partnerships Act 2000 in circumstances where the subscribers wishing to form an LLP gave notice of an election under section 790X in respect of an LLP when the statement was delivered; (d) a document containing a statement or updated statement delivered by the LLP under section 790X(6)(b) or (7) (statement accompanying notice of election made after incorporation); (e) a document delivered by the LLP under section 790ZA (duty to notify registrar of changes while election in force). (4) Section 1087A does not apply in relation to any old document if— (a) the document is— (i) a statement of proposed members delivered under section 2 of the Limited Liability Partnerships Act 2000 (Incorporation document etc), or (ii) notice given under section 9 of the Limited Liability Partnership Act 2000 (registration of membership changes) of a person having become a member of the LLP, (b) after the delivery of the document an election was made under section 167A in respect of the LLP’s register of members, and (c) the relevant date of birth information relates to a person who was a members of the LLP when that election took effect. (5) References in subsections (3)(a) to (e) and (4)(a) to (c) to a provision of this Act are to the provision as it had effect at the time at which the document was delivered (the provisions in question were repealed by the Economic Crime and Corporate Transparency Act 2023). (1087C) (1) The registrar must not disclose relevant date of birth information except— (a) in accordance with subsection (2) or (3), or (b) as permitted by section 1110F (general powers of disclosure by the registrar). (2) The registrar may disclose relevant date of birth information if the information is made available for public inspection. (3) The registrar may disclose relevant date of birth information to a credit reference agency (as defined by section 243(6)). (4) The provisions of the Companies (Disclosure of Date of Birth Information) Regulations 2015 (S.I. 2015/1694) apply to LLPs. (4A) As those provisions apply to LLPs, read any reference to “relevant date of birth information” as a reference to the definition in section 1087A(3) as applied to LLPs by regulation 66 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804). (5) In this section “relevant date of birth information” has the meaning given by section 1087A(3). (1088) (1) The provisions of the Companies (Disclosure of Address) Regulations 2009 (S.I. 2009/214) relating to applications to make an address unavailable for inspection under this section apply to LLPs. (2) The provisions are— (a) Part 3 (application to make an address unavailable for public inspection under section 1088), (b) Part 4 (matters relating to applications under section 243 and section 1088), so far as relating to applications to make an address unavailable for inspection under this section, and (c) any other provisions of the Regulations having effect for the purposes of those provisions. (3) As those provisions apply to LLPs— (a) references in the regulations to provisions of the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)) are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090) or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307); (b) read references to a company as references to an LLP; (c) read references to a director as references to a member of an LLP; (d) omit all references to secretaries or permanent representatives; (e) in regulation 1(2) for the definition of “former name” substitute— “former name” means a name by which the individual was formerly known and which has been notified to the registrar under section 2 or 9 of the Limited Liability Partnerships Act 2000; (f) in regulation 9, for paragraph (1) substitute— (1) Where an individual’s usual residential address is on the register, that individual may make a section 1088 application in respect of that address, where that address was placed on the register in the individual’s capacity as— (a) a proposed member or member under— (i) section 2 (incorporation document etc.) or 9 (registration of membership changes) of the Limited Liability Partnerships Act 2000, (ii) section 2 (incorporation document etc.) or 9 (registration of membership changes) of the Limited Liability Partnerships Act (Northern Ireland) 2002, (iii) section 288 (register of directors and secretaries) or 363 (duty to deliver annual returns) of the 1985 Act, (iv) article 296 (register of directors and secretaries) or 371 (duty to deliver annual returns) of the 1986 Order, (v) section 855 (contents of annual return) or 167D (duty to notify registrar of changes); (b) a registrable person under— (i) section 2 of the Limited Liability Partnerships Act 2000 (incorporation document etc.), (ii) any obligation in Part 21A (information about people with significant control). (g) omit regulation 10 ; (h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (i) in regulation 17 (disclosure by the registrar), read the references to section 1029 of the Companies Act 2006 (application to court for restoration to the register) as references to that section as applied to LLPs by regulation 57 of the 2009 Regulations (restoration to the register by the court). (4) Part 2 of the Protection and Disclosure of Personal Information (Amendment) Regulations 2025 (S.I. 2025/874) (application for protection of personal information on the companies register) applies to LLPs with the following modifications— (a) for references to a “company” wherever it occurs, substitute “LLP”; (b) in regulation 2— (i) in paragraph (2)(a), for the semi colon substitute “, and”; (ii) in paragraph (2)(b) after “signature”, for “, and” substitute a full stop; (iii) omit paragraph (2)(c); (iv) omit paragraph (4); (v) in paragraph (5), omit the definition of “UK Societas”. (1089) The registrar may specify the form and manner in which application is to be made for— (a) inspection under section 1085, or (b) a copy under section 1086. (1090) The registrar may determine the form and manner in which copies are to be provided under section 1086. (1091) (1) A copy provided under section 1086 must be certified by the registrar as a true copy if the applicant expressly requests such certification. (3) A copy provided under section 1086, certified by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence— (a) as of equal validity with the original document, and (b) as evidence (in Scotland, sufficient evidence) of any fact stated in the original document of which direct oral evidence would be admissible. (4) Regulation 2 of the Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 (S.I. 2006/3429) (certification of electronic copies by registrar) applies where the copy is provided in electronic form. (5) Copies provided by the registrar may, instead of being certified in writing to be an accurate record, be sealed with the registrar's official seal .

Correction or removal of material on the register

67

Sections 1093 to 1098 apply to LLPs, modified so that they read as follows—