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

(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—

(1093) (1) Where it appears to the registrar that the information contained in a document delivered to the registrar in relation to an LLP is inconsistent with other information contained in records kept by the registrar under section 1080, the registrar may give notice to the LLP to which the document relates— (a) stating in what respects the information contained in it appears to be inconsistent with other information in records kept by the registrar under section 1080, and (b) requiring the LLP, within the period of 14 days beginning with the date on which the notice is issued, to take all such steps as are reasonably open to it to resolve the inconsistency by delivering replacement or additional documents or in any other way. (2) The notice must state the date on which it is issued. (3) If the necessary documents are not delivered within the period specified, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (4) A person guilty of an offence under subsection (3) 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. (1094) (1) The registrar may remove from the register anything that appears to the registrar to be— (a) a document, or material derived from a document, accepted under section 1073 (power to accept documents not meeting requirements for proper delivery), or (b) unnecessary material as defined by section 1074. (2) The power to remove material from the register under this section may be exercised— (a) on the registrar’s own motion, or (b) on an application made in accordance with the provisions applied to LLPs by section 1094A (further provision about removal of material from the register). (3) The registrar may exercise the power to remove from the register anything the registration of which had legal consequences only if satisfied that the interest of the LLP, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register. (1094A) Part 3 (removal of material from the register) of the Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54) applies to LLPs, modified so that every reference to a company is read as if it were a reference to an LLP. (1094B) (1) Where the registrar removes anything from the register otherwise than in pursuance of a court order, the court may, on an application by a person with sufficient interest, make such consequential orders as the court thinks fit as to the legal effects of the inclusion of the material on the register or its removal. (2) In this section the reference to the registrar removing material from the register includes the registrar determining that anything purported to be delivered to the registrar under any enactment was not in fact delivered under an enactment and therefore does not form part of the register. (1095) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1095A) (1) This section applies where— (a) a discrepancy in information relating to an LLP is reported to the registrar under regulation 30A(2) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (requirement to report discrepancies in information about beneficial ownership), and (b) the registrar determines, having investigated the discrepancy under regulation 30A(5) of those Regulations, that there is a discrepancy. (2) The registrar may remove material from the register if doing so is necessary to resolve the discrepancy. (1096) (1) The registrar shall remove from the register any material— (a) that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the LLP, or (b) that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged, and that the court directs should be removed from the register. (2) The court order must specify what is to be removed from the register and indicate where on the register it is. (3) The court may make an order for the removal from the register of anything the registration of which had legal consequences only if satisfied that the interest of the LLP, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register. (4) Where in such a case the court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register. (5) A copy of the court's order must be sent to the registrar for registration. (5A) This section does not apply to any material delivered to the registrar under provisions of Part 15 that have been applied to LLPs. (6) This section does not apply where the court has other, specific, powers to deal with the matter, for example under— (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) section 859M (rectification of register). (1097) (1) Where the court makes an order for the removal of anything from the register under section 1096 (rectification of the register), it may give directions under this section. (2) It may direct that any note on the register that is related to the material that is the subject of the court's order shall be removed from the register. (3) It may direct that its order shall not be available for public inspection as part of the register. (4) It may direct— (a) that no note shall be made on the register as a result of its order, or (b) that any such note shall be restricted to such matters as may be specified by the court. (5) The court shall not give any direction under this section unless it is satisfied— (a) that— (i) the presence on the register of the note or, as the case may be, of an unrestricted note, or (ii) the availability for public inspection of the court's order, may cause damage to the LLP, and (b) that the LLP's interest in non-disclosure outweighs any interest of other persons in disclosure. (1097A) (1) The provisions of regulations 2 to 23 and 25 of the Registered Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/233) apply to LLPs with the modifications set out in paragraphs (2) to (7). (2) For every reference in those Regulations to “company” substitute “LLP”. (3) In regulation 2 (interpretation) in the definition of “the 2016 Regulations” after “Regulations 2016” insert “, as applied to LLPs by regulation 67 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, S.I. 2009/1804 prior the day on which regulation 39 of the Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234) comes into force”. (4) For regulation 16 (suspension of duties about making records available for inspection) substitute— (16) (1) Where the registrar changes the address of an LLP’s registered office address from an address which is not a default address to a default address, the following duties do not apply in relation to the LLP during the suspension period (see paragraphs (2) and (3))— (a) the duty under any of the following sections of the Act, as they are applied to LLPs, to make LLP records available for public inspection— (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (ii) section 388 (accounting records); (iii) section 743 (register of debenture holders); (iv) sections 859P and 859Q (instruments creating and amending charges); (b) the duty to display an LLP’s registered name at the LLP’s registered office under regulation 21(1)(a) of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17, “the 2015 Regulations”); (c) the duty under regulation 25 of the 2015 Regulations to state information about the LLP’s registered office in descriptions of document or communication specified in regulation 25(1); (d) the duty under regulation 27 of the 2015 Regulations to provide information about an LLP’s registered office on request to those persons the LLP deals with in the course of business. (2) The “suspension period” means the period of 28 days beginning with the day on which the change referred to in paragraph (1) was made, unless an appeal is brought within that period. (3) If an appeal is brought within that period, the “suspension period” is whichever of the following ends later— (a) the period mentioned in paragraph (2), and (b) the period beginning with the day on which the change is made and ending with— (i) the end of the period of 7 days beginning with the day on which the appeal is finally determined, (ii) the end of the period of 7 days beginning with the day on which a new address is registered at the direction of the court, or (iii) the day on which the appeal is withdrawn. (5) In regulation 21 (offence of failure to comply with regulation 20)— (a) in paragraph (1)(b), for “officer” substitute “designated member”; (b) omit paragraph (2). (6) In regulation 22(5)(a) (striking off a company that fails to comply with regulation 20) omit “director, managing officer and”. (7) For paragraph (1) of regulation 23 (restoration of struck-off company) substitute— (1) Sections 1024 to 1028 of the Act apply in relation to an LLP struck off under regulation 22 as they apply to an LLP struck off under section 1000 of the Act subject to the modification in paragraph (2). (8) On an appeal under regulation 13 or 14, the court must direct the registrar to register such address as the registered office of the LLP as the court considers appropriate in all the circumstances of the case. (1097B) (1) Regulations 2 to 19 of the Service Address (Rectification of Register) Regulations 2024 (S.I. 2024/235) apply to LLPs with the modifications set out in paragraphs (2) to (5). (2) For every reference in those Regulations to “company” substitute “LLP”. (3) In those Regulations— (a) “registered service address” means, in relation to a relevant person), the address for the time being shown in the register as the person’s current service address; (b) “relevant person” means— (i) a member of an LLP that is not an overseas LLP (within the meaning of section 1051(3) (trading disclosures)), or (ii) a registrable person or registrable relevant legal entity in relation to an LLP (within the meanings given by section 790C (key terms)); and (c) “firm” has the meaning given by section 1173 (minor definitions: general). (4) In regulation 6 (notice that registrar intends to change address to default address), for paragraph (4) substitute— (4) In paragraph (2)(a) “the applicable notice requirement” means (as applicable) section 9 of the Limited Liability Partnerships Act 2000, or sections 167D or 790ZA of the 2006 Act. (5) In regulation 19 (offence for failure to comply with regulation 18)— (a) in paragraph (1)(b) for “officer” substitute “designated member”; (b) omit paragraph (2). (6) On an appeal under regulation 13 or 14 of those Regulations, the court must direct the registrar to register such an address as the relevant person’s service address as the court considers appropriate in all the circumstances of the case. (1097C) (1) Regulations 2 to 19 of the Principal Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/236) apply to LLPs with the modifications set out in paragraphs (3) to (5). (2) For every reference in those Regulations to “company” substitute “LLP”. (3) In those Regulations— (a) “address registered as the principal office” means, in relation to a relevant person), the address for the time being shown in the register as the relevant person’s current principal office; (b) “relevant person” means— (i) a member of an LLP that is not an overseas LLP (within the meaning of section 1051(3) (trading disclosures)), (ii) a registrable relevant legal entity in relation to an LLP (within the meaning given by section 790C (key terms)), or (iii) a registrable person in relation to an LLP (within the meaning given by section 790C (key terms)) who falls within section 790C(12) so applied; and (c) “firm” has the meaning given by section 1173 (minor definitions: general). (4) In regulation 6 (notice that registrar intends to change address to default address), for paragraph (4) substitute— (4) In paragraph (2)(a) “the applicable notice requirement” means (as applicable) section 9 of the Limited Liability Partnerships Act 2000, or sections 167D or 790ZA of the 2006 Act. (5) In regulation 19 (offence for failure to comply with regulation 18)— (a) in paragraph (1)(b) for “officer” substitute “designated member”; (b) omit paragraph (2). (6) On an appeal under regulation 13 or 14, the court must direct the registrar to register such an address as the relevant person’s service address as the court considers appropriate in all the circumstances of the case. (1098) (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 removal from the register of any document specified in section 1078 or of any material derived from such a document. (2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt.

Language requirements: translation

68

Sections 1103 to 1107 apply to LLPs, modified so that they read as follows—

(1103) (1) The general rule is that all documents required to be delivered to the registrar must be drawn up and delivered in English. (2) This is subject to— - section 1104 (documents relating to Welsh LLPs) and - section 1105 (documents that may be drawn up and delivered in other languages). (1104) (1) Documents relating to a Welsh LLP may be drawn up and delivered to the registrar in Welsh. (2) On delivery to the registrar any such document must be accompanied by a certified translation into English, unless they are— (a) annual accounts and auditors' reports required to be delivered to the registrar under Part 15, (b) revised accounts, and any auditor's report on such revised accounts, required to be delivered to the registrar by the Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), or (c) in a form prescribed in Welsh (or partly in Welsh and partly in English) by virtue of section 26 of the Welsh Language Act 1993 (c. 38), (d) documents to be delivered to the registrar under sections 394A(2)(e), 448A(2)(e) and 479A(2)(e) (qualifying subsidiaries: conditions for exemptions from the audit, preparation and filing of individual accounts). (3) Where a document is properly delivered to the registrar in Welsh without a certified translation into English, the registrar must obtain such a translation if the document is to be available for public inspection. The translation is treated as if delivered to the registrar in accordance with the same provision as the original. (4) A Welsh LLP may deliver to the registrar a certified translation into Welsh of any document in English that relates to the LLP and is or has been delivered to the registrar. (5) Section 1105 (which requires certified translations into English of documents delivered to the registrar in another language) does not apply to a document relating to a Welsh LLP that is drawn up and delivered in Welsh. (1105) (1) Documents to which this section applies may be drawn up and delivered to the registrar in a language other than English, but when delivered to the registrar they must be accompanied by a certified translation into English. (2) This section applies to— (a) documents required to be delivered under section 400(2)(e) or section 401(2)(f) (LLP included in accounts of larger group: required to deliver copy of group accounts); (b) certified copies delivered under Part 25 (LLP charges); (c) any order made by a competent court in the United Kingdom or elsewhere, (d) copies of the consolidated accounts, the auditor’s report and the consolidated annual report to be delivered to the registrar under sections 394A(2)(e), 448A(2)(e) and 479A(2)(e) (qualifying subsidiaries: conditions for exemption from the audit, preparation and filing of individual accounts). (1106) (1) An LLP may deliver to the registrar one or more certified translations of any document relating to the LLP that is or has been delivered to the registrar. (2) The facility described in subsection (1) is available in relation to— (a) all the official languages of the European Union, and (b) all the documents specified by section 1078. (3) The power of the registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the translation in a form and manner enabling it to be associated with the original. (4) This section does not apply where the original document was delivered to the registrar before this section came into force. (1107) (1) In this Part a “certified translation” means a translation certified to be a correct translation. (2) In the case of any discrepancy between the original language version of a document and a certified translation— (a) the LLP may not rely on the translation as against a third party, but (b) a third party may rely on the translation unless the LLP shows that the third party had knowledge of the original. (3) A “third party” means a person other than the LLP or the registrar.

Supplementary provisions

69

Sections 1112, 1112A and 1113 apply to LLPs, modified so that they read as follows—

(1112) (1) It is an offence for a person knowingly or recklessly— (a) to deliver or cause to be delivered to the registrar, for any purpose of this Act or the Limited Liability Partnerships Act 2000 (c. 12), a document, or (b) to make to the registrar, for any such purpose, a statement, that is misleading, false or deceptive in a material particular. (2) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two 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). (1112A) (1) It is an offence for a person knowingly to— (a) deliver or cause to be delivered to the registrar, for any relevant purpose, a document that is misleading, false or deceptive in a material particular, or (b) make to the registrar, for any relevant purpose, a statement that is misleading, false or deceptive in a material particular. (2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence. (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both). (4) In this section “relevant purpose” has the meaning given in section 1112(4). (1113) (1) This section applies where an LLP has made default in complying with any obligation under this Act or the Limited Liability Partnerships Act 2000 (c. 12)— (a) to deliver a document to the registrar, or (b) to give notice to the registrar of any matter. (2) The registrar, or any member or creditor of the LLP, may give notice to the LLP requiring it to comply with the obligation. (3) If the LLP fails to make good the default within 14 days after service of the notice, the registrar, or any member or creditor of the LLP, may apply to the court for an order directing the LLP, and any specified member of it, to make good the default within a specified time. (4) The court's order may provide that all costs (in Scotland, expenses) of or incidental to the application are to be borne by the LLP or by any members of it responsible for the default. (5) This section does not affect the operation of any enactment making it an offence, or imposing a civil penalty, for the default.

PART 16 — OFFENCES

Liability of member in default

70

Sections 1121 and 1122 apply to LLPs for the purposes of these Regulations, modified so that they read as follows—

(1121) (1) This section has effect for the purposes of any provision of the Companies Acts to the effect that, in the event of contravention of an enactment in relation to an LLP, an offence is committed by every member or, as the case may be, every designated member of the LLP who is in default. (2) A member or designated member is “in default” for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention. (1122) (1) Where a company or an LLP is a member or designated member of an LLP, it does not commit an offence as a member or designated member in default unless (in the case of a company) one of its officers is in default, or (in the case of a member LLP) one of its members is in default. (2) Where any such offence is committed by a company or LLP the officer or member in question also commits the offence and is liable to be proceeded against and punished accordingly. (3) In this section an officer or member is “in default” for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.

Daily default fine

71

Section 1125 applies to LLPs for the purposes of these Regulations as follows—

(1125) (1) This section defines what is meant in the Companies Acts where it is provided that a person guilty of an offence is liable on summary conviction to a fine not exceeding a specified amount “and, for continued contravention, a daily default fine” not exceeding a specified amount. (2) This means that the person is liable on a second or subsequent summary conviction of the offence to a fine not exceeding the latter amount for each day on which the contravention is continued (instead of being liable to a fine not exceeding the former amount).

Consents for certain prosecutions

72

Section 1126 applies to LLPs, modified so that it reads as follows—

(1126) (1) This section applies to proceedings for an offence under section 448, 449, 450, 451 or 453A of the Companies Act 1985 or under section 1112 or 1112A of this Act, as applied to LLPs. (2) No such proceedings are to be brought in England and Wales except by or with the consent of the Secretary of State or the Director of Public Prosecutions. (3) No such proceedings are to be brought in Northern Ireland except by or with the consent of the Secretary of State or the Director of Public Prosecutions for Northern Ireland.

General provisions

73

Sections 1127 to 1133 apply to LLPs for the purposes of these Regulations, modified so that they read as follows—

(1127) (1) Summary proceedings for any offence under the Companies Acts may be taken— (a) against a body corporate, at any place at which the body has a place of business, and (b) against any other person, at any place at which he is for the time being. (2) This is without prejudice to any jurisdiction exercisable apart from this section. (1128) (1) An information relating to an offence under the Companies Acts that is triable by a magistrates' court in England and Wales may be so tried if it is laid— (a) at any time within three years after the commission of the offence, and (b) within twelve months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge. (2) Summary proceedings in Scotland for an offence under the Companies Acts— (a) must not be commenced after the expiration of three years from the commission of the offence; (b) subject to that, may be commenced at any time— (i) within twelve months after the date on which evidence sufficient in the Lord Advocate's opinion to justify the proceedings came to his knowledge, or (ii) where such evidence was reported to him by the Secretary of State, within twelve months after the date on which it came to the knowledge of the latter. Section 136(3) of the Criminal Procedure (Scotland) Act 1995 (c. 46) (date when proceedings deemed to be commenced) applies for the purposes of this subsection as for the purposes of that section. (3) A magistrates' court in Northern Ireland has jurisdiction to hear and determine a complaint charging the commission of a summary offence under the Companies Acts provided that the complaint is made— (a) within three years from the time when the offence was committed, and (b) within twelve months from the date on which evidence sufficient in the opinion of the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge. (4) For the purposes of this section a certificate of the Director of Public Prosecutions, the Lord Advocate, the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) as to the date on which such evidence as is referred to above came to his notice is conclusive evidence. (1129) In proceedings against a person for an offence under the Companies Acts, nothing in those Acts is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications). (1130) (1) Proceedings for an offence under the Companies Acts alleged to have been committed by an unincorporated body must be brought in the name of the body (and not in that of any of its members). (2) For the purposes of such proceedings— (a) any rules of court relating to the service of documents have effect as if the body were a body corporate, and (b) the following provisions apply as they apply in relation to a body corporate— (i) in England and Wales, section 33 of the Criminal Justice Act 1925 (c. 86) and Schedule 3 to the Magistrates' Courts Act 1980 (c. 43), (ii) in Scotland, sections 70 and 143 of the Criminal Procedure (Scotland) Act 1995 (c. 46), (iii) in Northern Ireland, section 18 of the Criminal Justice Act (Northern Ireland) 1945 (c. 15 (N.I.)) and Article 166 of and Schedule 4 to the Magistrates' Courts (Northern Ireland) Order 1981 (S.I. 1981/1675 (N.I.26)). (3) A fine imposed on an unincorporated body on its conviction of an offence under the Companies Acts must be paid out of the funds of the body. (1131) (1) This section applies to any provision of the Companies Acts that provides that a person guilty of an offence is liable on summary conviction in England and Wales to imprisonment for a term not exceeding twelve months. (2) In relation to an offence committed before the commencement of section 154(1) of the Criminal Justice Act 2003 (c. 44), for “twelve months” substitute “six months”. (1132) (1) An application under this section may be made— (a) in England and Wales, to a judge of the High Court by the Director of Public Prosecutions, the Secretary of State or a chief officer of police; (b) in Scotland, to one of the Lords Commissioners of Justiciary by the Lord Advocate; (c) in Northern Ireland, to the High Court by the Director of Public Prosecutions for Northern Ireland, the Department of Enterprise, Trade and Investment or a chief superintendent of the Police Service of Northern Ireland. (2) If on an application under this section there is shown to be reasonable cause to believe— (a) that any person has, while a member of an LLP, committed an offence in connection with the management of the LLP's affairs, and (b) that evidence of the commission of the offence is to be found in any documents in the possession or control of the LLP, an order under this section may be made. (3) The order may— (a) authorise any person named in it to inspect the documents in question, or any of them, for the purpose of investigating and obtaining evidence of the offence, or (b) require such member of the LLP as may be named in the order, to produce the documents (or any of them) to a person named in the order at a place so named. (4) This section applies also in relation to documents in the possession or control of a person carrying on the business of banking, so far as they relate to the LLP's affairs, as it applies to documents in the possession or control of the LLP, except that no such order as is referred to in subsection (3)(b) may be made by virtue of this subsection. (5) The decision under this section of a judge of the High Court, any of the Lords Commissioners of Justiciary or the High Court is not appealable. (6) In this section “document” includes information recorded in any form. (1133) The provisions of this Part except section 1132 do not apply to offences committed before 1st October 2009.

PART 17 — SUPPLEMENTARY PROVISIONS AND INTERPRETATION

LLP records

74

Sections 1134 to 1138 apply to LLPs, modified so that they read as follows—

(1134) In this Part “LLP records” means— (a) any register, index, accounting records, agreement, memorandum, minutes or other document required by this Act to be kept by an LLP, and (b) any register kept by an LLP of its debenture holders. (1135) (1) LLP records— (a) may be kept in hard copy or electronic form, and (b) may be arranged in such manner as the members of the LLP think fit, provided the information in question is adequately recorded for future reference. (2) Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form. (3) If an LLP fails to comply with this section, an offence is committed by every member of the LLP who is in default. (4) 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. (1136) (1) The provisions of the Companies (Company Records) Regulations 2008 (S.I. 2008/3006) relating to places other than the registered office at which records required to be kept available for inspection under a relevant provision may be so kept in compliance with that provision apply to LLPs. (2) The “relevant provisions” are— - ... - section 743 (register of debenture holders); - ... - ... - section 859Q (instruments creating charges). (3) The provisions applied by subsection (1) are— (a) regulation 3, and (b) any other provision of the regulations having effect for the purposes of that provision. (4) In the application of those provisions to LLPs for “company” substitute “LLP”. (1137) (1) The provisions of the Companies (Company Records) Regulations 2008 (S.I. 2008/3006) as to the obligations of an LLP that is required by any provision of this Act or of the Limited Liability Partnerships Act 2000 (c. 12)— (a) to keep available for inspection any LLP records, or (b) to provide copies of any LLP records, apply to LLPs. (2) Those provisions are— (a) Part 3 (inspection of records), (b) Part 4 (provision of copies of records), and (c) any other provision of the regulations having effect for the purposes of those provisions. (3) As those provisions apply to LLPs— (a) for “a company” or “the company” substitute “an LLP” or “the LLP”; (b) for “company record” substitute “LLP record”; (c) in regulation 4 (inspection: private company)— (i) for the reference in paragraph (1) to a private company substitute a reference to an LLP, (ii) for sub-paragraph (b) substitute— (b) that person gives the LLP at least 10 working days' notice of the specified day. (d) omit paragraphs (2) and (3); and (e) omit regulation 5 (inspection: public company). (4) An LLP that fails to comply with the regulations is treated as having refused inspection or, as the case may be, having failed to provide a copy. (5) Nothing in any provision of this Act or in the regulations shall be read as preventing an LLP— (a) from affording more extensive facilities than are required by the regulations, or (b) where a fee may be charged, from charging a lesser fee than that prescribed or none at all. (1138) (1) Where LLP records are kept otherwise than in bound books, adequate precautions must be taken— (a) to guard against falsification, and (b) to facilitate the discovery of falsification. (2) If an LLP fails to comply with this section, an offence is committed by every member of the LLP who is in default. (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 and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Service addresses

75

Sections 1139 to 1142 apply to LLPs, modified so that they read as follows—

(1139) (1) A document may be served on an LLP by leaving it at, or sending it by post to, the LLP's registered office. (2) Where an LLP registered in Scotland or Northern Ireland carries on business in England and Wales, the process of any court in England and Wales may be served on the LLP by leaving it at, or sending it by post to, the LLP's principal place of business in England and Wales, addressed to the manager or a designated member in England and Wales of the LLP. Where process is served on an LLP under this subsection, the person issuing out the process must send a copy of it by post to the LLP's registered office. (1140) (1) A document may be served on a person to whom this section applies by leaving it at, or sending it by post to, the person’s registered address. (1A) A document may be served on— (a) a member of an LLP, (b) a person who is a registrable person or a registrable relevant legal entity in relation to an LLP (within the meanings given by section 790C); (c) a person appointed in relation to an LLP as a judicial factor (in Scotland). (2) This section applies whatever the purpose of the document in question. (3) For the purposes of this section a person's “registered address” means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection. (4) If notice of a change of that address is given to the registrar, a person may validly serve a document at the address previously registered until the end of the period of 14 days beginning with the date on which notice of the change is registered. (5) Service may not be effected by virtue of this section at an address if notice has been registered of the cessation of the membership or (as the case may be) termination of the appointment in relation to which the address was registered and the address is not a registered address of the person concerned in relation to any other appointment. (6) Nothing in this section shall be read as affecting any enactment or rule of law under which permission is required for service out of the jurisdiction. (1141) (1) In this Act a “service address”, in relation to a person, means an address at which documents may be effectively served on that person. (2) The service address must be a place where— (a) the service of documents can be effected by physical delivery; and (b) the delivery of documents is capable of being recorded by the obtaining of an acknowledgment of delivery. (1142) Any obligation under this Act to give a person's address is, unless otherwise expressly provided, to give a service address for that person.

Notice of appointment of judicial factor

76

Sections 1154 and 1155 apply to LLPs, modified so that they read as follows—

(1154) (1) Notice must be given to the registrar of the appointment in relation to an LLP of a judicial factor (in Scotland). (2) The notice must be given by the judicial factor. (3) The notice must specify an address at which service of documents (including legal process) may be effected on the judicial factor. Notice of a change in the address for service may be given to the registrar by the judicial factor. (4) Where notice has been given under this section of the appointment of a judicial factor, notice must also be given to the registrar by the judicial factor of the termination of the appointment. (1155) (1) If a judicial factor fails to give notice of his appointment in accordance with section 1154 within the period of 14 days after the appointment he commits an offence. (2) A person guilty of an offence under this section 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 scale.

Courts and legal proceedings

77

Sections 1156 and 1157 apply to LLPs for the purposes of these Regulations, modified so that they read as follows—

(1156) (1) Except as otherwise provided, in this Act “the court” means— (a) in England and Wales, the High Court or (subject to subsection (3)) a county court; (b) in Scotland, the Court of Session or the sheriff court; (c) in Northern Ireland, the High Court. (2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom. (3) The Lord Chancellor may, with the concurrence of the Lord Chief Justice, by order— (a) exclude a county court from having jurisdiction under this Act, and (b) for the purposes of that jurisdiction attach that court's district, or any part of it, to another county court. (4) The Lord Chief Justice may nominate a judicial office holder (as defined in section 109(4) of the Constitutional Reform Act 2005 (c. 4)) to exercise his functions under subsection (3). (1157) (1) If in proceedings for negligence, default, breach of duty or breach of trust against— (a) a member of an LLP, or (b) a person employed by an LLP as auditor, it appears to the court hearing the case that the member or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit. (2) If any such member or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust— (a) he may apply to the court for relief, and (b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought. (3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

Requirements of this Act

78

Section 1172 applies to LLPs for the purposes of these Regulations, modified so that it reads as follows—

(1172) References in the provisions of this Act applied to LLPs to the requirements of this Act include the requirements of regulations and orders made under it.

Minor definitions

79

Section 1173 applies to LLPs for the purposes of these Regulations, modified so that it reads as follows—

(1173) (1) In this Act— - “body corporate” and “corporation” include a body incorporated outside the United Kingdom, but do not include— 1. a corporation sole, or 2. a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed; - “the Companies Acts” is to be construed in accordance with section 2; - “firm” means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association; - “the Gazette” means— 1. as respects LLPs registered in England and Wales, the London Gazette, 2. as respects LLPs registered in Scotland, the Edinburgh Gazette, and 3. as respects LLPs registered in Northern Ireland, the Belfast Gazette; - “LLP” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000 (c. 12); - “LLP agreement” means any agreement, express or implied, between the members of the LLP or between the LLP and the members of the LLP which determines the mutual rights and duties of the members, and their rights and duties in relation to the LLP; - “officer”, in relation to a body corporate, includes a director, manager or secretary; - “working day”, in relation to an LLP, means a day that is not a Saturday or Sunday, Christmas Day, Good Friday or any day that is a bank holiday under the Banking and Financial Dealings Act 1971 (c. 80) in the part of the United Kingdom where the LLP is registered. (2) In this Act, unless the context otherwise requires, “enactment” includes— (a) an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978 (c. 30), (b) an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament, and (c) an enactment contained in, or in an instrument made under, Northern Ireland legislation within the meaning of the Interpretation Act 1978.

Regulations and orders

80

Sections 1288 to 1290 apply to LLPs for the purposes of these Regulations, modified so that they read as follows—

(1288) Except as otherwise provided, regulations and orders under this Act shall be made by statutory instrument. (1289) Where regulations under this Act are subject to “negative resolution procedure” the statutory instrument containing the regulations shall be subject to annulment in pursuance of a resolution of either House of Parliament. (1290) Where regulations under this Act are subject to “affirmative resolution procedure” the regulations must not be made unless a draft of the statutory instrument containing them has been laid before Parliament and approved by a resolution of each House of Parliament.

81

Section 1292 applies to LLPs for the purposes of these Regulations, modified so that it reads as follows—

(1292) (1) Regulations or orders under this Act may— (a) make different provision for different cases or circumstances, (b) include supplementary, incidental and consequential provision, and (c) make transitional provision and savings. (2) Any provision that may be made by regulations under this Act may be made by order; and any provision that may be made by order under this Act may be made by regulations. (3) Any provision that may be made by regulations or order under this Act for which no Parliamentary procedure is prescribed may be made by regulations subject to negative or affirmative resolution procedure. (4) Any provision that may be made by regulations under this Act subject to negative resolution procedure may be made by regulations subject to affirmative resolution procedure.

Continuity of the law

82

Section 1297 applies to LLPs, modified so that it reads as follows—

(1297) (1) This section applies where any provision of this Act applied to LLPs re-enacts (with or without modification) an enactment repealed by this Act which was applied to LLPs. (2) The repeal and re-enactment does not affect the continuity of the law. (3) Anything done (including subordinate legislation made and applied to LLPs), or having effect as if done, under or for the purposes of the repealed provision as applied to LLPs that could have been done under or for the purposes of the corresponding provision of this Act as applied to LLPs, if in force or effective immediately before the commencement of that corresponding provision, has effect thereafter as if done under or for the purposes of that corresponding provision. (4) Any reference (express or implied) in this Act or any other enactment, instrument or document to a provision of this Act as applied to LLPs shall be construed (so far as the context permits) as including, as respects times, circumstances or purposes in relation to which the corresponding repealed provision had effect, a reference to that corresponding provision. (5) Any reference (express or implied) in any enactment, instrument or document to a repealed provision which was applied to LLPs shall be construed (so far as the context permits), as respects times, circumstances and purposes in relation to which the corresponding provision of this Act applied to LLPs has effect, as being or (according to the context) including a reference to the corresponding provision of this Act. (6) This section has effect subject to any specific transitional provision or saving contained in this Act as applied to LLPs. (7) References in this section to this Act as applied to LLPs include subordinate legislation made under this Act as so applied. (8) In this section “subordinate legislation” has the same meaning as in the Interpretation Act 1978 (c. 30).

PART 18 — TRANSITIONAL AND CONSEQUENTIAL PROVISIONS

Transitional provisions: application of provisions of Companies Act 2006

83

Schedule 1 to these Regulations contains transitional and savings provisions in connection with the application to LLPs of provisions of the Companies Act 2006.

Transitional provisions: Northern Ireland LLPs

84

Schedule 2 to these Regulations contains transitional provisions and savings in connection with—

• (a) the extension to Northern Ireland of the enactments in force in Great Britain relating to limited liability partnerships , and

• (b) the consequent repeal of the Limited Liability Partnerships Act (Northern Ireland) 2002 .

Consequential amendments and revocations

85

Schedule 3 to these Regulations contains consequential amendments and revocations.

SCHEDULE 1 — TRANSITIONAL PROVISIONS: APPLICATION OF PROVISIONS OF COMPANIES ACT 2006

PART 1 — INTRODUCTORY

Introduction

1

• (1) This Schedule contains transitional provisions and savings in connection with the coming into force of the provisions of these Regulations applying provisions of the Companies Act 2006 to LLPs.

• (2) In this Schedule—

• “the 1985 Act” means the Companies Act 1985 , and

• “the 1986 Order” means the Companies (Northern Ireland) Order 1986 .

• (3) References in this Schedule to an LLP in relation to times before 1st October 2009 include a limited liability partnership registered under the Limited Liability Partnerships Act (Northern Ireland) 2002.

• (4) References in this Schedule to an LLP registered immediately before 1st October 2009 include a limited liability partnership registered under that Act on an application made before, but not determined before, that date (see paragraph 2 of Schedule 2 below).

PART 2 — FORMALITIES OF DOING BUSINESS

Execution of deeds etc

2

• (1) Section 47 of the Companies Act 2006 (execution of deeds or other documents by attorney), as applied to LLPs by regulation 4, applies where the instrument empowering a person to act as an LLP's attorney is executed on or after 1st October 2009.

• (2) Section 38 of the 1985 Act or Article 48 of the 1986 Order, as applied to LLPs, continues to have effect where the power to act as an LLP's attorney was conferred before that date (including in relation to instruments executed by the attorney on behalf of the LLP on or after that date).

PART 3 — AN LLP'S NAME

An LLP's name

3

• (1) The following provisions of the Companies Act 2006, as applied to LLPs by regulations 8 to 11, do not affect the continued registration of an LLP by a name by which it was duly registered immediately before 1st October 2009.

• (2) The provisions are—

• (a) section 54 (name suggesting connection with government or public authority);

• (b) section 55 (other sensitive words or expressions);

• (c) section 57 (permitted characters etc);

• (d) section 65 (inappropriate use of indications of company type or legal form);

• (e) section 66 (name not to be the same as another in registrar's index).

4

Sections 54 to 56 of the Companies Act 2006 (sensitive words and expressions), as applied to LLPs by regulation 8, apply to applications for approval received by the Secretary of State on or after 1st October 2009.

PART 4 — AN LLP'S MEMBERS

Particulars to be registered

5

• (1) The duty of an LLP to keep a register of members under section 162 of the Companies Act 2006 (register of members), as applied to LLPs by regulation 18, has effect on and after 1st October 2009.

• (2) In the case of an LLP that was registered immediately before 1st October 2009—

• (a) the address of a member notified under—

• (i) section 2(2)(e) or 9(1)(b) of the Limited Liability Partnerships Act 2000, or

• (ii) Article 2(2)(e) or 9(1)(b) of the Limited Liability Partnerships Act (Northern Ireland) 2002,

is to be treated, on and after 1st October 2009, as a service address, and

• (b) any entry in the LLP's register of members stating that address is treated as complying with the obligation in section 163(1)(b) of the Companies Act 2006, as applied to LLPs by regulation 18, to state a service address.

• (3) The operation of this paragraph does not give rise to any obligation to notify the registrar under section 9(1)(b) of the Limited Liability Partnerships Act 2000.

Register of members' residential addresses

6

• (1) The duty of an LLP to keep a register of members' residential addresses under section 165 of the Companies Act 2006 (register of residential addresses), as applied to LLPs by regulation 18, has effect on and after 1st October 2009.

• (2) The entry on that register of information does not give rise to any duty to notify the registrar under section 9 of the Limited Liability Partnerships Act 2000 (registration of membership changes).

Members: entries on the register of companies

7

• (1) The registrar may make such entries in the register as appear to be appropriate having regard to paragraphs 5 and 6 above and the information appearing on the register immediately before 1st October 2009 or notified to the registrar in pursuance of an obligation arising before that date.

• (2) In particular, the registrar may record an address falling within paragraph 5 as a service address.

• (3) Any notification of a change of an address of a member occurring before 1st October 2009 that is received by the registrar on or after that date is treated as being or including notification of a change of service address.

Members' residential addresses: protection from disclosure

8

Where a member's usual residential address appears as a service address—

• (a) in the LLP's register of members by virtue of paragraph 5 above, or

• (b) in the register of LLPs by virtue of paragraph 7,

that address is not protected information for the purposes of sections 240 to 246 of the Companies Act 2006, as applied to LLPs by regulation 19.

9

• (1) Section 242(1) of the Companies Act 2006 (duty of registrar to omit protected information from material available for inspection), as applied to LLPs by regulation 19, does not apply—

• (a) to material delivered to the registrar before 1st October 2009, or

• (b) to material delivered to the registrar on or after 1st October 2009 by virtue of paragraph 7(3) (notification of change occurring before that date).

• (2) Sub-paragraph (1) above has effect subject to paragraph 11 below (which provides for the continued protection of information formerly protected by a confidentiality order).

10

In determining under section 245(1) of the Companies Act 2006, as applied to LLPs by regulation 19, whether to put a member's usual residential address on the public record, the registrar may take into account only—

• (a) communications sent by the registrar on or after 1st October 2009, and

• (b) evidence as to the effectiveness of service coming to the registrar's attention on or after that date.

Continuation of protection afforded by confidentiality orders under the 1985 Act

11

• (1) A member in relation to whom a confidentiality order under section 723B of the 1985 Act, as applied to LLPs, was in force immediately before 1st October 2009 is treated on and after that date as if—

• (a) the member had made an application under section 1088 of the Companies Act 2006 (application to make address unavailable for public inspection), as applied to LLPs, in respect of any address that immediately before that date was contained in “confidential records” as defined in section 723D(3) of the 1985 Act, and

• (b) that application had been determined by the registrar in the member's favour.

• (2) The provisions of Parts 1, 3 and 4 of the Companies (Disclosure of Address) Regulations 2009 relating to decisions of the registrar in favour of an applicant (in particular, as to the duration and revocation of such a decision) apply accordingly.

• (3) As those regulations apply in accordance with this paragraph any reference to an offence under section 1112 of the Companies Act 2006 (false statement) as applied to LLPs by regulation 69 shall be read as a reference to an offence under the Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 in relation to the application for the confidentiality order.

12

• (1) A member in relation to whom a confidentiality order under section 723B of the 1985 Act as applied to LLPs was in force immediately before 1st October 2009 is treated on and after that date as if—

• (a) the member had made an application under section 243(5) of the Companies Act 2006 (application to prevent disclosure of protected information by registrar to credit reference agency), as applied to LLPs by regulation 19, and

• (b) that application had been determined by the registrar in the member's favour.

• (2) The provisions of Parts 1, 2 and 4 of the Companies (Disclosure of Address) Regulations 2009 relating to decisions of the registrar in favour of an applicant (in particular, as to the duration and revocation of such a decision) apply accordingly.

• (3) As those regulations apply in accordance with this paragraph any reference to an offence under section 1112 (false statement) as applied to LLPs by regulation 69 shall be read as a reference to an offence under the Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 in relation to the application for the confidentiality order.

13

Where a confidentiality order under section 723B of the 1985 Act as applied to LLPs was in force immediately before 1st October 2009 in relation to a member, section 162(5) and (8) of the Companies Act 2006 as applied to LLPs by regulation 18 do not apply in relation to the part of the LLP's register containing particulars of the usual residential address of the individual that before that date were protected from disclosure.

Effect of pending application for confidentiality order

14

• (1) The Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 continue to apply in relation to an application for a confidentiality order made before 1st October 2009.

• (2) Paragraphs 11 to 13 above (continuity of protection afforded by confidentiality orders) apply to a person in respect of whom such an application has been made, and has not been determined or withdrawn, as to a person in relation to whom a confidentiality order was in force immediately before that date.

• (3) If the application is dismissed or withdrawn, those paragraphs cease to apply.

• (4) If the application is successful those paragraphs continue to apply as in the case of an individual in relation to whom a confidentiality order was in force immediately before 1st October 2009.

PART 5 — AN LLP'S ANNUAL RETURN

Annual returns

15

• (1) Sections 854, 855, 855A and 858 of the Companies Act 2006 (annual returns), as applied to LLPs by regulations 30 and 31, apply to annual returns made up to a date on or after 1st October 2009.

• (2) Sections 363 and 364 of the 1985 Act or Articles 371 and 372 of the 1986 Order, as applied to LLPs, continue to apply to annual returns made up to a date before 1st October 2009.

• (3) Any reference in the Companies Act 2006 (as applied to LLPs) to an LLP's last return, or to a return delivered in accordance with Part 24 of that Act, shall be read as including (so far as necessary to ensure the continuity of the law) a return made up to a date before 1st October 2009 or delivered in accordance with the 1985 Act or the 1986 Order (as applied to LLPs).

PART 6 — LLP CHARGES

LLP charges

16

• (1) Sections 860 and 878 of the Companies Act 2006 (charges created by LLP), as applied to LLPs by regulations 32 and 39, apply to charges created on or after 1st October 2009.

• (2) The corresponding provisions of the 1985 Act or 1986 Order, as applied to LLPs, continue to apply to charges created before that date.

17

• (1) Sections 862 and 880 of the Companies Act 2006 (charges existing on property acquired), as applied to LLPs by regulations 32 and 39, apply to property acquired on or after 1st October 2009.

• (2) Sections 400 and 416 of the 1985 Act or Article 407 of the 1986 Order, as applied to LLPs, continue to apply to property acquired before that date.

18

• (1) Sections 863 and 882 of the Companies Act 2006 (charge in series of debentures), as applied to LLPs by regulations 33 and 40, apply where the first debenture of the series is executed on or after 1st October 2009.

• (2) The corresponding provisions of the 1985 Act or the 1986 Order, as applied to LLPs, continue to apply where the first debenture of the series is executed before that date.

19

• (1) Section 868 of the Companies Act 2006 (Northern Ireland: registration of certain charges etc affecting land), as applied to LLPs by regulation 35, applies where the date of registration of the charge in the Land Registry is on or after 1st October 2009.

• (2) Article 408 of the 1986 Order, as applied to LLPs, continues to apply where the date of registration of the charge in the Land Registry is before that date.

20

• (1) Section 871 of the Companies Act 2006 (notice to registrar of appointment of receiver or manager etc), as applied to LLPs by regulation 36, applies where the order or appointment is made, or the receiver or manager ceases to act, on or after 1st October 2009.

• (2) Section 405 of the 1985 Act or Article 413 of the 1986 Order, as applied to LLPs, continues to apply where the order or appointment is made, or the receiver or manager ceases to act, before that date.

21

• (1) Sections 872 and 887 of the Companies Act 2006 (entries of satisfaction and release), as applied to LLPs by regulations 36 and 42, apply to statements delivered to the registrar on or after 1st October 2009.

• (2) Section 403 or 419 of the 1985 Act or Article 411 of the 1986 Order, as applied to LLPs, continues to apply where the relevant statutory declaration, statement or application and statutory declaration or statement is received by the registrar before that date.

PART 7 — DISSOLUTION AND RESTORATION TO THE REGISTER

Property of dissolved LLP

22

• (1) Sections 1012 to 1023 of the Companies Act 2006 (property of dissolved LLP), as applied to LLPs by regulations 52 to 55, apply in relation to the property of an LLP dissolved on or after 1st October 2009.

• (2) Subject to paragraph 22A, the corresponding provisions of the 1985 Act or 1986 Order, as applied to LLPs, continue to apply in relation to the property of an LLP dissolved before that date.

Saving for applications to court made before 1st October 2009

23

The repeal of the following provisions, as applied to LLPs—

• (a) section 651 of the 1985 Act or Article 602 of the 1986 Order (power of court to declare dissolution of LLP void), or

• (b) section 653 of the 1985 Act or Article 604 of the 1986 Order (objection to striking off by person aggrieved),

does not affect an application made under that section or Article before 1st October 2009.

Application to court for restoration to the register

24

Sections 1029 to 1032 of the Companies Act 2006 (restoration to register by the court), as applied to LLPs by regulation 57, apply whether the LLP was dissolved or struck off the register before, on or after 1st October 2009.

25

• (1) The following provisions apply where the LLP was dissolved or struck off the register before 1st October 2009.

• (2) In section 1029 (application to court for restoration to register), as applied to LLPs, the references in subsection (1) to enactments under which an LLP may have been dissolved or struck off include corresponding earlier enactments as applied to LLPs (and for this purpose sections 1000 and 1003 of the Companies Act 2006 are regarded as corresponding to sections 652 and 652A of the 1985 Act and Articles 603 and 603A of the 1986 Order).

• (3) No application under section 1029 as applied to LLPs may be made if an application in respect of the same dissolution or striking off has been made under section 653 of the 1985 Act or Article 604 of the 1986 Order (objection to striking off by person aggrieved) as applied to LLPs, and has not been withdrawn.

• (4) Section 1030(4) (general time limit of six years) as applied to LLPs does not enable an application to be made in respect of an LLP dissolved before 1st October 2007, subject to sub-paragraphs (5) and (6).

• (5) If the LLP was struck off under section 652 or 652A of the 1985 Act or Article 603 or 603A of the 1986 Order as applied to LLPs, section 1030(4) as applied to LLPs does not prevent an application being made at any time before—

• (a) 1st October 2015 (that is, six years after commencement), or

• (b) the expiration of the period of 20 years from publication in the Gazette of notice under the relevant section or Article,

whichever occurs first.

• (6) Section 1030(5) (extension of period for application where application for administrative restoration refused), as applied to LLPs, applies in relation to the time limit under sub-paragraph (5) above as in relation to the time limit in section 1030(4).

Effect of restoration to the register where property has vested as bona vacantia

26

• (1) Section 1034 of the Companies Act 2006 (effect of restoration to the register where property has vested as bona vacantia), as applied to LLPs by regulation 58, applies whenever the LLP was dissolved.

• (2) The following provisions apply where the LLP was dissolved before 1st October 2009.

• (3) The reference in section 1034(1) to section 1012 (property of dissolved LLP to be bona vacantia) shall be read as a reference to section 654 of the 1985 Act or Article 605 of the 1986 Order as applied to LLPs.

• (4) No deduction is to be made under section 1034(3) (deduction of reasonable costs of Crown representative from amount payable to LLP) as applied to LLPs from consideration realised before 1st October 2009.

PART 8 — THE REGISTRAR OF COMPANIES

Provisions of general application

27

The general provisions of Part 35 of the Companies Act 2006 mentioned in regulation 60 apply to LLPs subject to relevant transitional provisions and savings in Schedule 2 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 and in the Schedule to the Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 .

Certificates of incorporation

28

Sections 1064 and 1065 of the Companies Act 2006 (certificates of incorporation), as applied to LLPs by regulation 61, apply to certificates of incorporation whenever issued.

Annotation of the register

29

• (1) Section 1081 of the Companies Act 2006 (annotation of the register), as applied to LLPs by regulation 64, applies in relation to—

• (a) documents delivered to the registrar on or after 1st October 2009 other than those delivered in pursuance of an obligation arising before that date, and

• (b) certificates issued by the registrar on or after 1st October 2009 other than those issued in response to a document delivered to the registrar before that date or in pursuance of an obligation arising before that date,

and in relation to the content of, and material derived from, such documents and certificates.

• (2) The provisions applicable before 1st October 2009 (and the registrar's former practice with respect to annotation of the register) continue to apply in relation to—

• (a) documents delivered to the registrar before that date, or in pursuance of an obligation arising before that date, and

• (b) certificates issued by the registrar before that date or in response to a document delivered to the registrar before that date or in pursuance of an obligation arising before that date,

and in relation to the content of, and material derived from, such documents and certificates.

Registrar's notice to resolve inconsistency on the register

30

• (1) Section 1093 of the Companies Act 2006 (registrar's notice to resolve inconsistency on the register), as applied to LLPs by regulation 67, applies where—

• (a) a document is delivered to the registrar on or after 1st October 2009 otherwise than in pursuance of an obligation arising before that date, and

• (b) it appears to the registrar that the information contained in the document is inconsistent with other information on the register.

• (2) The provisions applicable before 1st October 2009 (and the registrar's former practice with respect to inconsistencies on the register) continue to apply in relation to documents delivered to the registrar before that date or in pursuance of an obligation arising before that date.

Removal of material from the register

31

• (1) This paragraph applies to—

• (a) sections 1094 to 1097 of the Companies Act 2006 (removal of material from the register), as applied to LLPs by regulation 67, and

• (b) section 1098 of that Act (public notice of removal of certain material from the register), as so applied.

• (2) Those provisions apply in relation to—

• (a) documents delivered to the registrar on or after 1st October 2009 other than those delivered in pursuance of an obligation arising before that date, and

• (b) certificates issued by the registrar on or after 1st October 2009, other than those issued in response to a document delivered to the registrar before that date or in pursuance of an obligation arising before that date,

and in relation to the content of, and material derived from, such documents and certificates.

• (3) The provisions applicable before 1st October 2009 (and the registrar's former practice with respect to removal of material from the register) continue to apply in relation to—

• (a) documents delivered to the registrar before that date, or in pursuance of an obligation arising before that date, and