(790A) This Part is arranged as follows— (a) Section 790C explains some key terms, including what it means to have “significant control” over an LLP; (b) Sections 790D to 790K impose duties on LLPs to gather information, and on others to supply information, to enable LLPs to notify the registrar of the information in accordance with sections 790EB to 790EF, 790LA, 790LB(1) and 790LC to 790LH; (c) Sections 790EB to 790EF, 790LA, 790LB(1) and 790LC to 790LH require LLPs to notify the registrar of information relating to persons with significant control; (e) Sections 790ZF and 790ZG make provision for excluding certain material from the information available to the public.

Key terms

31B

(1) Section 790C applies to LLPs with the following modifications.

(2) Read references to a company as references to an LLP.

(3) Subsection (7) is modified so that it reads as follows—

(7) A legal entity is “subject to its own disclosure requirements” if— (a) this Part applies to it (whether by virtue of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 or otherwise), (aa) it is an eligible Scottish partnership within the meaning of regulation 3(2) of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017. (b) it has voting shares admitted to trading on a UK regulated market or an EU regulated market, (c) it is a company or other legal entity which has voting shares admitted to trading— (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (ii) on a market listed in Schedule 1 to the PSC Regulations.

(3A) Omit subsection (10).

(4) Omit subsection (11).

(5) In subsection (12), omit “and to any modifications prescribed by regulations under this subsection”.

(6) After subsection (12), insert—

(12A) Sections 790M(2) to (6A) and (10) of the Act are to be read and have effect as if a person within subsection (12) were an individual. (12B) “PSC Regulations” means the Register of People with Significant Control Regulations 2016. (12C) “Voting shares” means shares ... carrying voting rights. (12D) For the purposes of subsection (12C), “voting rights” means rights to vote at general meetings of the company or legal entity in question, including rights that arise only in certain circumstances, and in relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights, a reference to voting rights is to be read as a reference to rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company. (12E) “EU regulated market”, “Regulated market” and “UK regulated market” have the same meanings as in section 1173 of the Companies Act 2006.

(7) Omit subsections (13) and (14).

Information gathering

31C

(1) Sections 790CB to 790I apply to LLPs.

(2) As those provisions apply to LLPs—

(a) read references to a company as references to an LLP;

(b) omit “to which this Part applies” where it occurs;

(d) read section 790D as if subsections (6) and (7) were omitted; ...

(da) read section 790DA as if subsections (7) and (8) were omitted;

(e) read section 790E as if subsections (5) and (6) were omitted; and

(f) read section 790EA as if subsections (5) and (6) were omitted.

Required particulars

31D

Section 790K applies to LLPs, modified so that it reads as follows—

(790K) (1) The “required particulars” of an individual who is a registrable person are— (a) name, (b) a service address, (c) the country or state (or part of the United Kingdom) in which the individual is usually resident, (d) nationality, (e) date of birth, (f) usual residential address, (g) the date on which the individual became a registrable person in relation to the LLP in question, (h) the nature of his or her control over that LLP (see Schedule 1A of this Act and regulation 7 of, and Schedule 2 to, the PSC Regulations), ... (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) In the case of a person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual, the “required particulars” are— (a) name, (b) principal office, (ba) a service address, (c) the legal form of the person and the law by which it is governed, (d) the date on which it became a registrable person in relation to the LLP in question, and (e) the nature of its control over the LLP (see Schedule 1A and regulation 7 of, and Schedule 2 to, the PSC Regulations). (3) The “required particulars” of a registrable relevant legal entity are— (a) corporate or firm name, (b) ... principal office, (ba) a service address, (c) the legal form of the entity and the law by which it is governed, (d) if applicable, the register of companies in which it is entered (including details of the state) and its registration number in that register, (e) the date on which it became a registrable relevant legal entity in relation to the LLP in question, and (f) the nature of its control over that LLP (see Schedule 1A and regulation 7 of, and Schedule 2 to, the PSC Regulations). (4) In this section “name”, in relation to an individual, means the individual's forename and surname. (4A) Where an individual is a peer or an individual usually known by a title, any requirement imposed by this Act to provide the individual's name because it forms part of the required particulars under this section may be satisfied by providing that title instead of the individual's forename and surname.

Register of people with significant control

31E

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Inspection and copies of the register

31F

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Supplementary provision regarding requests to inspect and copies of PSC register

31G

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Protected information

31H

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Removal of entries from the register

31I

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Power of court to rectify an LLP’s PSC register

31J

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Alternative method of record keeping

31K

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Protection from disclosure

31L

(1) Section 790ZF applies to LLPs.

(2) As that section applies to LLPs—

(a) read references to a company as references to an LLP;

(b) read references to a director as a reference to a member of an LLP; and

(3) Section 790ZH applies to LLPs, modified so that it reads as follows—

(790ZH) (1) If an LLP contravenes a restriction on the use or disclosure of information imposed under 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), an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (2) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland or Northern Ireland, 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. (3) In this section “designated member” is to be construed in accordance with section 8 (designated members) of the Limited Liability Partnerships Act 2000.

Schedule 1A

31M

Paragraphs 1 to 24 of Schedule 1A apply to LLPs, modified so that they read as follows

SCHEDULE1A (1) This Part of this Schedule specifies the conditions at least one of which must be met by an individual (“X”) in relation to an LLP (“LLP Y”) in order for the individual to be a person with “significant control” over LLP Y. (2) (1) The first condition is that X holds, directly or indirectly, the right to share in more than 25% of any surplus assets of LLP Y on a winding up. (2) For the purpose of sub-paragraph (1), to the extent that the holding of a right to share in any surplus assets of LLP Y on a winding up is not expressly provided for, each member of the LLP shall be treated as holding the right to an equal share in any surplus assets on a winding up. (3) The second condition is that X holds, directly or indirectly, more than 25% of the rights to vote on those matters which are to be decided upon by a vote of the members of LLP Y. (4) (1) The third condition is that X holds, directly or indirectly, the right to appoint or remove the majority of the persons who are entitled to take part in the management of LLP Y. (2) For the purposes of sub-paragraph (1), the right to appoint or remove a majority of the persons who are entitled to take part in the management of LLP Y includes the right to appoint or remove those persons who hold a majority of the voting rights at meetings of the management body of LLP Y. (5) The fourth condition is that X has the right to exercise, or actually exercises, significant influence or control over LLP Y. (6) The fifth condition is that— (a) the trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person meet any of the other specified conditions (in their capacity as such) in relation to LLP Y, or would do so if they were individuals, and (b) X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm. (7) This Part of this Schedule specifies the circumstances in which, for the purposes of section 790C(4) or (8)— (a) a person (“V”) is to be regarded as holding an interest in an LLP (“LLP W”); (b) an interest held by V in LLP W is to be regarded as held through a legal entity. (8) (1) V holds an interest in LLP W if— (a) V holds, directly or indirectly, the right to share in any surplus assets of LLP W on a winding up; (b) V holds, directly or indirectly, voting rights in LLP W; (c) V holds, directly or indirectly, the right to appoint or remove any of the persons entitled to take part in the management of LLP W; (d) V has the right to exercise, or actually exercises, significant influence or control over LLP W; or (e) sub-paragraph (2) is satisfied. (2) This sub-paragraph is satisfied where— (a) the trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person hold an interest in LLP W in a way mentioned in sub-paragraph (1)(a) to (d), and (b) V has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm. (9) (1) This paragraph applies where V— (a) holds an interest in LLP W by virtue of indirectly holding a right, and (b) does so by virtue of having a majority stake (see paragraph 13) in— (i) a legal entity (“L”) which holds the right directly, or (ii) a legal entity that is part of a chain of legal entities such as is described in paragraph 13(1)(b) that includes L. (2) Where this paragraph applies, V holds the interest in LLP W— (a) through L, and (b) through each other legal entity in the chain mentioned in sub-paragraph (1)(b)(ii). (10) This Part sets out rules for the interpretation of this Schedule subject to the fact that paragraph 21(1) does not apply to the interpretation of paragraph 2 of Part 1. (11) If two or more persons each hold a share or right jointly, each of them is treated for the purposes of this Schedule as holding that share or right. (12) (1) If shares or rights held by a person and shares or rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined shares or rights of both of them. (2) A “joint arrangement” is an arrangement between the holders of shares (or rights) that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre-determined by the arrangement. (3) “Arrangement” has the meaning given by paragraph 20. (13) (1) A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity— (a) holds that right, or (b) is part of a chain of legal entities— (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and (ii) the last of which holds that right. (2) For these purposes, A has a “majority stake” in B if— (a) A holds a majority of the voting rights in B, (b) A is a member of B and has the right to appoint or remove a majority of the board of directors of B, (c) A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or (d) A has the right to exercise, or actually exercises, dominant influence or control over B. (3) In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if— (a) a person’s appointment as director follows necessarily from that person’s appointment as director of the legal entity, or (b) the directorship is held by the legal entity itself. (14) (1) For the purposes of paragraph 13, a reference to the voting rights in a legal entity is to the rights conferred on shareholders in respect of their shares (or, in the case of an entity not having a share capital, on members) to vote at general meetings of the entity on all or substantially all matters. (2) In relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights a reference to exercising voting rights in the entity is to be read as a reference to exercising rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company. (15) In applying paragraph 13, the voting rights in a legal entity are to be reduced by any rights held by the entity itself. (16) A reference in paragraph 13 to the right to appoint or remove a majority of the board of directors of a legal entity is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters. (17) References in paragraph 13 to a board of directors, in the case of an entity that does not have such a board, are to be read as references to the equivalent management body of that entity. (18) A share or right held by a person as nominee for another is to be treated for the purposes of this Schedule as held by the other (and not by the nominee). (19) (1) Where a person controls a right, the right is to be treated for the purposes of this Schedule as held by that person (and not by the person who in fact holds the right, unless that person also controls it). (2) A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only— (a) by that person, (b) in accordance with that person’s directions or instructions, or (c) with that person’s consent or concurrence. (20) (1) “Arrangement” includes— (a) any scheme, agreement or understanding, whether or not it is legally enforceable, and (b) any convention, custom or practice of any kind. (2) But something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise). (21) (1) Rights that are exercisable only in certain circumstances are to be taken into account only— (a) when the circumstances have arisen, and for so long as they continue to obtain, or (b) when the circumstances are within the control of the person having the rights. (2) But rights that are exercisable by an administrator or by creditors while a legal entity is in relevant insolvency proceedings are not to be taken into account even while the entity is in those proceedings. (3) “Relevant insolvency proceedings” means— (a) administration within the meaning of the Insolvency Act 1986, (b) administration within the meaning of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or (c) proceedings under the insolvency law of another country or territory during which an entity’s assets and affairs are subject to the control or supervision of a third party or creditor. (4) Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account. (22) Rights attached to shares held by way of security provided by a person are to be treated for the purposes of this Schedule as held by that person— (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person’s instructions, and (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person’s interests. (23) (1) The Secretary of State must issue guidance about the meaning of “significant influence or control” for the purposes of this Schedule. (2) Regard must be had to that guidance in interpreting references in this Schedule to “significant influence or control”. (3) Before issuing guidance under this paragraph the Secretary of State must lay a draft of it before Parliament. (4) If, within the 40-day period, either House of Parliament resolves not to approve the draft guidance, the Secretary of State must take no further steps in relation to it. (5) If no such resolution is made within that period, the Secretary of State must issue and publish the guidance in the form of the draft. (6) Sub-paragraph (4) does not prevent a new draft of proposed guidance from being laid before Parliament. (7) In this section “the 40-day period”, in relation to draft guidance, means the period of 40 days beginning with the day on which the draft is laid before Parliament (or, if it is not laid before each House on the same day, the later of the days on which it is laid). (8) In calculating the 40-day period, no account is to be taken of any period during which— (a) Parliament is dissolved or prorogued, or (b) both Houses are adjourned for more than 4 days. (9) The Secretary of State may revise guidance issued under this paragraph, and a reference in this paragraph to guidance includes a reference to revised guidance. (24) (1) An individual does not meet the specified condition in paragraphs 2, 3, 4, 5 or 6 in relation to an LLP by virtue only of being a limited partner. (2) An individual does not meet the specified condition in paragraphs 2, 3, 4, 5 or 6 in relation to an LLP by virtue only of, directly or indirectly— (a) holding shares, or (b) holding a right, in or in relation to a limited partner which (in its capacity as such) would meet the condition if it were an individual. (3) Sub-paragraphs (1) and (2) do not apply for the purposes of determining whether the requirement set out in paragraph (a) of the specified condition in paragraph 6 is met. (4) In this paragraph “limited partner” means— (a) a limited partner in a limited partnership registered under the Limited Partnerships Act 1907 (other than one who takes part in the management of the partnership business), or (b) a foreign limited partner. (5) In this paragraph “foreign limited partner” means an individual who— (a) participates in arrangements established under the law of a country or territory outside the United Kingdom, and (b) has the characteristics prescribed by regulation 8 of the PSC Regulations.

Schedule 1B

31N

Schedule 1B to the Act applies to LLPs, but with the omission of paragraph (6) and with the other paragraphs modified so that they read as follows—

SCHEDULE1B (1) (1) This paragraph applies if— (a) a notice under section 790D , 790DA, 790E or 790EA is served by an LLP on a person who has a relevant interest in the LLP, and (b) the person fails to comply with that notice within the time specified in it. (2) The LLP may give the person a notice under this paragraph (a “warning notice”) informing the person that it is proposing to issue the person with a notice (a “restrictions notice”) with respect to the relevant interest. (3) The LLP may issue the restrictions notice if, by the end of the period of one month beginning with the date on which the warning notice was given— (a) the person has not complied with the notice served under section 790D , 790DA, 790E or 790EA, and (b) the LLP has not been provided with a valid reason sufficient to justify the person’s failure to comply with the notice served under that section. (4) A restrictions notice is issued on a person by sending the notice to the person. (5) The effect of a restrictions notice is set out in paragraph 3. (6) In deciding whether to issue a restrictions notice, the LLP must have regard to the effect of the notice on the rights of third parties in respect of the relevant interest. (2) (1) For the purposes of this Schedule, a person has a relevant interest in an LLP if the person— (a) holds any interest in the LLP; (b) holds any rights to vote on those matters which are to be decided upon by a vote of the members of the LLP; or (c) holds the right to appoint or remove any person entitled to manage the LLP. (2) References to “the relevant interest” are to the right in question. (3) Part 3 of Schedule 1A applies for the interpretation of sub-paragraph (1) save that, where the relevant interest is by virtue of paragraphs 13 or 18 of that Schedule treated for the purposes of that Schedule as held by a person other than the person who in fact holds the interest, both the holder and the other person are to be regarded for the purposes of this Schedule as having the relevant interest. (3) (1) The effect of a restrictions notice issued under paragraph 1 with respect to a relevant interest is as follows— (a) any transfer of the interest is void, (b) no rights are exercisable in respect of the interest, (c) except in a liquidation, no payment may be made of sums due from the LLP in respect of the interest, whether in respect of capital or otherwise. (2) An agreement to transfer an interest that is subject to the restriction in sub-paragraph (1)(a) is void. (3) Sub-paragraph (2) does not apply to an agreement to transfer the interest on the making of an order under paragraph 8 made by virtue of sub-paragraph (3)(b) of that paragraph (removal of restrictions in case of court-approved transfer). (4) An agreement to transfer any associated right (otherwise than in a liquidation) is void. (5) Sub-paragraph (4) does not apply to an agreement to transfer any such right on the making of an order under paragraph 8 made by virtue of sub-paragraph (3)(b) of that paragraph (removal of restrictions in case of court-approved transfer). (6) An “associated right”, in relation to a relevant interest, is a right to receive payment of any sums due from the LLP in respect of the relevant interest. (7) The provisions of this section are subject to any directions given under paragraph 4. (4) (1) The court may give a direction under this paragraph if, on application by any person aggrieved, the court is satisfied that a restrictions notice issued by the LLP under paragraph 1 unfairly affects the rights of third parties in respect of the relevant interest. (2) The direction is given for the purpose of protecting those third party rights. (3) The direction is a direction that certain acts will not constitute a breach of the restrictions placed on the relevant interest by the restrictions notice. (4) An order containing a direction under this paragraph— (a) must specify the acts that will not constitute a breach of the restrictions, and (b) may confine the direction to cases where those acts are done by persons, or for purposes, described in the order. (5) The direction may be given subject to such terms as the court thinks fit. (5) (1) A person commits an offence if the person does anything listed in sub-paragraph (2) knowing that the interest is subject to restrictions. (2) The things are— (a) exercising or purporting to exercise any right to dispose of a relevant interest, (b) exercising or purporting to exercise any right to dispose of any right to be issued with a relevant interest, or (c) voting in respect of a relevant interest (whether as holder of the interest or as proxy) or appointing a proxy to vote in respect of a relevant interest. (3) A person who has a relevant interest that the person knows to be subject to restrictions commits an offence if the person— (a) knows a person to be entitled (apart from the restrictions) to vote in respect of the interest, whether as holder or as proxy, (b) does not know the person to be aware of the fact that the interest is subject to restrictions, and (c) fails to notify the person of that fact. (4) A person commits an offence if the person— (a) either has a relevant interest that the person knows to be subject to restrictions or is entitled to an associated right, and (b) enters in that capacity into an agreement that is void by virtue of paragraph 3(2) or (4). (5) References in this Schedule to an interest being “subject to restrictions” are to an interest being subject to restrictions by virtue of a restrictions notice under paragraph 1. (6) [Omitted.] (7) (1) A person guilty of an offence under paragraph 5 is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction— (i) in England and Wales, to a fine, (ii) in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum. (2) The provisions of those paragraphs are subject to any direction given under paragraph 4 or 8. (8) (1) An application may be made to the court for an order directing that the relevant interest cease to be subject to restrictions. (2) An application for an order under this paragraph may be made by the LLP in question or by any person aggrieved. (3) The court must not make an order under this paragraph unless— (a) it is satisfied that the information required by the notice served under section 790D , 790DA, 790E or 790EA has been disclosed to the LLP and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure, or (b) the relevant interest is to be transferred for valuable consideration and the court approves the transfer. (4) An order under this paragraph made by virtue of sub-paragraph (3)(b) may continue, in whole or in part, the restrictions mentioned in paragraph 3(1)(c) so far as they relate to a right acquired or offer made before the transfer. (5) Where any restrictions continue in force under sub-paragraph (4)— (a) an application may be made under this paragraph for an order directing that the relevant interest cease to be subject to those restrictions, and (b) sub-paragraph (3) does not apply in relation to the making of such an order. (9) (1) The court may order that the relevant interest subject to restrictions be sold subject to the court’s approval as to the sale. (2) An application for an order under sub-paragraph (1) may only be made by the LLP in question. (3) If the court makes an order under this paragraph, it may make such further order relating to the sale or transfer of the interest as it thinks fit. (4) An application for an order under sub-paragraph (3) may be made— (a) by the LLP in question, (b) by the person appointed by or in pursuance of the order to effect the sale, or (c) by any person with an interest in the relevant interest. (5) On making an order under sub-paragraph (1) or (3), the court may order that the applicant’s costs (in Scotland, expenses) be paid out of the proceeds of sale. (10) (1) If a relevant interest is sold in pursuance of an order under paragraph 9, the proceeds of the sale, less the costs of the sale, must be paid into court for the benefit of those who are beneficially interested in the relevant interest. (2) A person who is beneficially interested in the relevant interest may apply to the court for the whole or part of those proceeds to be paid to that person. (3) On such an application, the court must order the payment to the applicant of— (a) the whole of the proceeds of sale together with any interest on the proceeds, or (b) if another person was also beneficially interested in the relevant interest at the time of the sale, such proportion of the proceeds (and any interest) as the value of the applicant’s interest bears to the total value of the relevant interest. (4) If the court has ordered under paragraph 9 that the costs (in Scotland, expenses) of an applicant under that paragraph are to be paid out of the proceeds of sale, the applicant is entitled to payment of those costs (or expenses) out of the proceeds before any person receives any part of the proceeds under this paragraph. (11) An LLP that issues a person with a restrictions notice under paragraph 1 must by notice withdraw the restrictions notice if— (a) it is satisfied that there is a valid reason sufficient to justify the person’s failure to comply with the notice served under section 790D , 790DA, 790E or 790EA, (b) the notice served under section 790D , 790DA, 790E or 790EA is complied with, or (c) it discovers that the rights of a third party in respect of the relevant interest are being unfairly affected by the restrictions notice. (12) In issuing and withdrawing restriction notices, LLPs must follow the procedures prescribed by Part 5 of the PSC Regulations. (13) (1) A person to whom a notice under section 790D, 790DA, 790E or 790EA is addressed commits an offence if the person fails, without reasonable excuse, to comply with the notice. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph 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 twelve months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum (or both). (14) (1) A person commits an offence if the person fails, without reasonable excuse, to comply with a duty under section 790G, 790H or 790HA. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph 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 twelve months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum (or both). (14A) (1) A person commits an offence if, in purported compliance with a notice under section 790D, 790DA, 790E or 790EA or in purported compliance with a duty imposed by section 790G, 790H or 790HA, and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph is liable on summary conviction― (a) in England and Wales, to a fine; (b) in Scotland, to a fine not exceeding level 5 on the standard scale; (c) in Northern Ireland, to a fine not exceeding level 5 on the standard scale. (14B) (1) A person commits an offence if, in purported compliance with a notice under section 790D, 790DA, 790E or 790EA or in purported compliance with a duty imposed by section 790G, 790H or 790HA, the person makes a statement that the person knows is misleading, false or deceptive in a material particular. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph 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 to a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum (or both).

PART 1A — INCORPORATION

Statement of initial significant control

3A

Section 12A applies to LLPs, modified so that it reads as follows—

(12A) (1) The statement of initial significant control required to be included in the incorporation document delivered to the registrar must— (a) state whether, on incorporation, there will be anyone who will count for the purposes of section 790M (register of people with significant control over an LLP) as either a registrable person or a registrable relevant legal entity in relation to the LLP, (b) include the required particulars of anyone who will count as such, and (c) include any other matters that on incorporation will be required (or, in the absence of an election under section 790X, would be required) to be entered in the LLP’s PSC register by virtue of section 790M. (2) It is not necessary to include under subsection (1)(b) the date on which someone becomes a registrable person or a registrable relevant legal entity in relation to the LLP. (3) If the statement includes required particulars of an individual, it must also contain a statement that those particulars are included with the knowledge of that individual. (4) “Registrable person”, “registrable relevant legal entity” and “required particulars” have the meanings given in sections 790C and 790K.

Alternative method of record-keeping

17A

Section 161A applies to LLPs, modified so that it reads as follows—

(161A) Sections 162 to 165 must be read with Chapter 1A (which allows for an alternative method of record-keeping in the case of LLPs).

Requirements for register of members

CHAPTER 1A — OPTION TO KEEP INFORMATION ON THE CENTRAL REGISTER

18A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31ZA

Section 853L applies to LLPs, modified so that it reads as follows—

(853L) (1) If an LLP fails to deliver a confirmation statement before the end of the period of 14 days after the end of a review period an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (2) A person guilty of an offence under subsection (1) is liable on summary conviction— (a) in England and Wales to a fine, and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale; (b) in Scotland or Northern Ireland, 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. (3) The contravention continues until such time as a confirmation statement specifying a confirmation date no later than the last day of the review period concerned is delivered by the LLP to the registrar. (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) In the case of continued contravention, an offence is also committed by a designated member who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention. (6) A person guilty of an offence under subsection (5) is liable on summary conviction— (a) in England and Wales to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale for each day on which the contravention continues and the person is in default.

Notification of changes to the registrar

31JA

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Alternative method of record keeping

Protection from disclosure

Schedule 1A

Schedule 1B

Arrangements and reconstructions : general

Arrangements and reconstructions: LLPs in financial difficulty

45A

Sections 901A to 901J apply to LLPs, modified so that they read as follows—

(901A) (1) The provisions of this Part apply where conditions A and B are met in relation to an LLP. (2) Condition A is that the LLP has encountered, or is likely to encounter, financial difficulties that are affecting, or will or may affect, its ability to carry on business as a going concern. (3) Condition B is that— (a) a compromise or arrangement is proposed between the LLP and— (i) its creditors, or any class of them, or (ii) its members, or any class of them, and (b) the purpose of the compromise or arrangement is to eliminate, reduce or prevent, or mitigate the effect of, any of the financial difficulties mentioned in subsection (2). (901B) (1) The Secretary of State may by regulations provide that this Part does not apply— (a) where the LLP in respect of which a compromise or arrangement is proposed is an authorised person, or an authorised person of a specified description; (b) where— (i) a compromise or arrangement is proposed between an LLP, or an LLP of a specified description, and any creditors of the LLP, and (ii) those creditors consist of or include creditors of a specified description. (2) In this section— - “authorised person” has the same meaning as in the Financial Services and Markets Act 2000 (see section 31 of that Act); - “specified” means specified in the regulations. (3) Regulations under this section are subject to affirmative resolution procedure. (901C) (1) The court may, on an application under this subsection, order a meeting of the creditors or class of creditors, or of the members of the LLP or class of members (as the case may be), to be summoned in such manner as the court directs. (2) An application under subsection (1) may be made by— (a) the LLP, (b) any creditor or member of the LLP, (c) if the LLP is being wound up, the liquidator, or (d) if the LLP is in administration, the administrator. (3) Every creditor or member of the LLP whose rights are affected by the compromise or arrangement must be permitted to participate in a meeting ordered to be summoned under subsection (1). (4) But subsection (3) does not apply in relation to a class of creditors or members of the LLP if, on an application under this subsection, the court is satisfied that none of the members of that class has a genuine economic interest in the LLP. (5) An application under subsection (4) is to be made by the person who made the application under subsection (1) in respect of the compromise or arrangement. (6) If a corporation (whether or not a company under the meaning of this Act) is a creditor, it may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives at any meeting ordered to be summoned under subsection (1). (7) A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual creditor. (8) Where a corporation authorises more than one person, subsection (7) is subject to subsections (9) and (10). (9) On a vote on a resolution on a show of hands at a meeting ordered to be summoned under subsection (1), each authorised person has the same voting rights as the corporation would be entitled to. (10) Where subsection (9) does not apply and more than one authorised person purport to exercise a power under subsection (7) in respect of the same shares— (a) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; (b) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised. (11) This section is subject to section 901H (moratorium debts, etc). (901D) (1) Where a meeting is summoned under section 901C— (a) every notice summoning the meeting that is sent to a creditor or member must be accompanied by a statement complying with this section, and (b) every notice summoning the meeting that is given by advertisement must either— (i) include such a statement, or (ii) state where and how creditors or members entitled to attend the meeting may obtain copies of such a statement. (2) The statement must— (a) explain the effect of the compromise or arrangement, and (b) in particular, state— (i) any material interests of the members of the LLP (whether as members or as creditors of the LLP or otherwise), and (ii) the effect on those interests of the compromise or arrangement, in so far as it is different from the effect on the like interests of other persons. (3) Where the compromise or arrangement affects the rights of debenture holders of the LLP, the statement must give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the LLP’s members. (4) Where a notice given by advertisement states that copies of an explanatory statement can be obtained by creditors or members entitled to attend the meeting, every such creditor or member is entitled, on making application in the manner indicated by the notice, to be provided by the LLP with a copy of the statement free of charge. (5) If an LLP makes default in complying with any requirement of this section, an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. This is subject to subsection (7). (6) For this purpose the following are treated as members of the LLP— (a) a liquidator or administrator of the LLP, and (b) a trustee of a deed for securing the issue of debentures of the LLP. (7) A person is not guilty of an offence under this section if the person shows that the default was due to the refusal of a member or trustee for debenture holders to supply the necessary particulars of the member’s or (as the case may be) the trustee’s interests. (8) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to a fine; (b) on summary conviction in England and Wales, to a fine; (c) on summary conviction in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum. (901E) (1) It is the duty of— (a) any member of the LLP, and (b) any trustee for its debenture holders, to give notice to the LLP of such matters relating to that member or trustee as may be necessary for the purposes of section 901D (explanatory statement to be circulated or made available). (2) Any person who makes default in complying with this section commits an offence. (3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale. (901F) (1) If a number representing 75% in value of the creditors or class of creditors or members or class of members (as the case may be), present and voting either in person or by proxy at the meeting summoned under section 901C, agree a compromise or arrangement, the court may, on an application under this section, sanction the compromise or arrangement. (2) Subsection (1) is subject to— (a) section 901G (sanction for compromise or arrangement where one or more classes dissent), and (b) section 901H (moratorium debts, etc). (3) An application under this section may be made by— (a) the LLP, (b) any creditor or member of the LLP, (c) if the LLP is being wound up, the liquidator, or (d) if the LLP is in administration, the administrator. (4) Where the court makes an order under this section in relation to an LLP that is in administration or is being wound up, the court may by the order— (a) provide for the appointment of the administrator or liquidator to cease to have effect; (b) stay or sist all proceedings in the administration or the winding up; (c) impose any requirements with respect to the conduct of the administration or the winding up which the court thinks appropriate for facilitating the compromise or arrangement. (5) A compromise or arrangement sanctioned by the court is binding— (a) on all creditors or the class of creditors or on the members or class of members (as the case may be), and (b) on the LLP or, in the case of an LLP in the course of being wound up, the liquidator and contributories of the LLP. (6) The court’s order has no effect until a copy of it has been delivered to the registrar. (901G) (1) This section applies if the compromise or arrangement is not agreed by a number representing at least 75% in value of a class of creditors or (as the case may be) of members of the LLP (“the dissenting class”), present and voting either in person or by proxy at the meeting summoned under section 901C. (2) If conditions A and B are met, the fact that the dissenting class has not agreed the compromise or arrangement does not prevent the court from sanctioning it under section 901F. (3) Condition A is that the court is satisfied that, if the compromise or arrangement were to be sanctioned under section 901F, none of the members of the dissenting class would be any worse off than they would be in the event of the relevant alternative (see subsection (4)). (4) For the purposes of this section “the relevant alternative” is whatever the court considers would be most likely to occur in relation to the LLP if the compromise or arrangement were not sanctioned under section 901F. (5) Condition B is that the compromise or arrangement has been agreed by a number representing 75% in value of a class of creditors or (as the case may be) of members, present and voting either in person or by proxy at the meeting summoned under section 901C, who would receive a payment, or have a genuine economic interest in the LLP, in the event of the relevant alternative. (6) The Secretary of State may by regulations amend this section for the purpose of— (a) adding to the conditions that must be met for the purposes of this section; (b) removing or varying any of those conditions. (7) Regulations under subsection (6) are subject to affirmative resolution procedure. (901H) (1) This section applies where— (a) an application under section 901C(1) in respect of a compromise or arrangement is made before the end of the period of 12 weeks beginning with the day after the end of any moratorium for the LLP under Part A1 of the Insolvency Act 1986 or Part 1A of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)), and (b) the creditors with whom the compromise or arrangement is proposed include any relevant creditors (see subsection (2)). (2) In this section “relevant creditor” means— (a) a creditor in respect of a moratorium debt, or (b) a creditor in respect of a priority pre-moratorium debt. (3) The relevant creditors may not participate in the meeting summoned under section 901C. (4) For the purposes of section 901D (statement to be circulated or made available)— (a) the requirement in section 901D(1)(a) is to be read as including a requirement to send each relevant creditor a statement complying with section 901D; (b) any reference to creditors entitled to attend the meeting summoned under section 901C includes a reference to relevant creditors. (5) The court may not sanction the compromise or arrangement under section 901F if it includes provision in respect of any relevant creditor who has not agreed to it. (6) In this section— - “moratorium debt”—in the case of a moratorium under Part A1 of the Insolvency Act 1986, has the same meaning as in section 174A of that Act;in the case of a moratorium under Part 1A of the Insolvency (Northern Ireland) Order 1989, has the same meaning as in Article 148A of that Order; - “priority pre-moratorium debt”—in the case of a moratorium under Part A1 of the Insolvency Act 1986, has the same meaning as in section 174A of that Act;in the case of a moratorium under Part 1A of the Insolvency (Northern Ireland) Order 1989, has the same meaning as in Article 148A of that Order. (901I) (1) In a case where the LLP in respect of which a compromise or arrangement is proposed is or has been an employer in respect of an occupational pension scheme that is not a money purchase scheme, any notice or other document required to be sent to a creditor of the LLP must also be sent to the Pensions Regulator. (2) In a case where the LLP in respect of which a compromise or arrangement is proposed is an employer in respect of an eligible scheme, any notice or other document required to be sent to a creditor of the LLP must also be sent to the Board of the Pension Protection Fund (“the Board”). (3) The Secretary of State may by regulations provide that, in a case where— (a) the LLP in respect of which a compromise or arrangement is proposed is an employer in respect of an eligible scheme, and (b) the trustees or managers of the scheme are a creditor of the LLP, the Board may exercise any rights, or any rights of a specified description, that are exercisable under this Part by the trustees or managers as a creditor of the LLP. (4) Regulations under this section may provide that the Board may exercise any such rights— (a) to the exclusion of the trustees or managers of the scheme, or (b) in addition to the exercise of those rights by the trustees or managers of the scheme. (5) Regulations under this section— (a) may specify conditions that must be met before the Board may exercise any such rights; (b) may provide for any such rights to be exercisable by the Board for a specified period; (c) may make provision in connection with any such rights ceasing to be so exercisable at the end of such a period. (6) Regulations under this section are subject to affirmative resolution procedure (but see subsection (7)). (7) During the period of six months beginning with the day on which this section comes into force, regulations under this section are subject to approval after being made (and subsection (6) does not apply). (8) For the purposes of subsection (7), section 1291 has effect as if any reference in that section to a period of 28 days were to a period of 40 days. (9) In this section— - “eligible scheme” means any pension scheme that is an eligible scheme for the purposes of section 126 of the Pensions Act 2004 or Article 110 of the Pensions (Northern Ireland) Order 2005 (S.I. 2005/255 (N.I. 1)); - “employer”—in subsection (1), means an employer within the meaning of section 318(1) of the Pensions Act 2004 or Article 2(2) of the Pensions (Northern Ireland) Order 2005;in subsections (2) and (3)—in the case of a pension scheme that is an eligible scheme for the purposes of section 126 of the Pensions Act 2004, has the same meaning as it has for the purposes of Part 2 of that Act (see section 318(1) and (4) of that Act);in the case of a pension scheme that is an eligible scheme for the purposes of Article 110 of the Pensions (Northern Ireland) Order 2005, has the same meaning as it has for the purposes of Part 3 of that Order (see Article 2(2) and (5) of that Order); - “money purchase scheme” means a pension scheme that is a money purchase scheme for the purposes of the Pension Schemes Act 1993 (see section 181(1) of that Act) or the Pension Schemes (Northern Ireland) Act 1993 (see section 176(1) of that Act); - “occupational pension scheme” and “pension scheme” have the meaning given by section 1 of the Pension Schemes Act 1993; - “specified” means specified in regulations under this section. (901J) (1) This section applies where application is made to the court under section 901F to sanction a compromise or arrangement and it is shown that— (a) the compromise or arrangement is proposed in connection with a scheme for the reconstruction of any LLP or LLPs, or the amalgamation of any two or more relevant bodies corporate (where one or more of them is an LLP), and (b) under the scheme the whole or any part of the undertaking or the property of any LLP concerned in the scheme (a “transferor LLP”) is to be transferred to another relevant body corporate (“the transferee body corporate”). (2) The court may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters— (a) the transfer to the transferee body corporate of the whole or any part of the undertaking and of the property or liabilities of any transferor LLP; (b) the allotting or appropriation by the transferee body corporate of any shares, debentures, policies or other like interests in that body corporate which under the compromise or arrangement are to be allotted or appropriated by that body corporate to or for any person; (c) the continuation by or against the transferee body corporate of any legal proceedings pending by or against any transferor LLP; (d) the dissolution, without winding up, of any transferor LLP; (e) the provision to be made for any persons who, within such time and in such manner as the court directs, dissent from the compromise or arrangement; (f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out. (3) If an order under this section provides for the transfer of property or liabilities— (a) the property is by virtue of the order transferred to, and vests in, the transferee body corporate, and (b) the liabilities are, by virtue of the order, transferred to and become liabilities of that body corporate. (4) The property (if the order so directs) vests freed from any charge that is by virtue of the compromise or arrangement to cease to have effect. (5) In this section— - “relevant body corporate” means an LLP or a company; - “property” includes property, rights and powers of every description; and - “liabilities” includes duties. (6) Every body corporate in relation to which an order is made under this section must cause a copy of the order to be delivered to the registrar within seven days after its making. (7) If default is made in complying with subsection (6) an offence is committed by— (a) the LLP, and every member of the LLP who is in default, and (b) the company, and every officer of the company who is in default. (8) A person guilty of an offence under subsection (7) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Cross-border mergers

Names containing computer code

9A

Section 57A applies to LLPs, modified so it reads as follows—

(57A) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that, in the opinion of the Secretary of State, consists of or includes computer code.

Prohibitions on registration of names following direction

9B

Sections 57B and 57C apply to LLPs, modified so that they read as follows—

(57B) (1) Where an LLP’s name has at any time been changed following a direction under section 67, 75, 76, 76A or 76B, or an order under section 73, the LLP must not subsequently be registered under the Limited Liability Partnerships Act 2000 by the original name or a name that is similar to it. (2) But subsection (1) does not prevent the registration of the LLP by any name approved by the Secretary of State. (3) In subsection (1)— (a) the reference to the name of an LLP being changed following a direction under a particular section includes a case where a new name is determined for the LLP under section 76D because of its failure to comply with the direction; (b) the reference to the name of an LLP being changed following an order under section 73 includes a case where a new name is determined for the LLP under section 73(4) because of its failure to comply with an order. (57C) (1) Where an LLP has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no other LLP may be registered under the Limited Liability Partnerships Act 2000 by that name or a name that is similar if— (a) that LLP is an existing LLP and there is a person who has, or has had, a relevant relationship with both LLPs, or (b) an application has been made for the registration of that LLP and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with both LLPs. (2) Where a company has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no LLP may be registered under the Limited Liability Partnerships Act 2000 by that name or a name that is similar if— (a) that LLP is an existing LLP and there is a person who has, or has had a relevant relationship with the company and the LLP, or (b) an application has been made for registration of that LLP and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with the company and the LLP. (3) But subsection (1) and (2) does not prevent the registration of the LLP by any name approved by the Secretary of State. (4) For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both LLPs at the same time. (5) For the purposes of subsection (2) it is irrelevant whether the person has, or has had, a relevant relationship with the LLP and the company at the same time. (6) For the purposes of this section a person has a “relevant relationship”— (a) with an LLP if the person is a member or former member, (b) with a company if the person is— (i) an officer, or (ii) a member or former member. (7) In subsection (1) and (2)— (a) the reference to the name of an LLP or a company being changed following a direction under a particular section includes a case where a new name is determined— (i) for a company under section 76D, or (ii) for an LLP under section 76D, as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804, “the 2009 Regulations”), because of its failure to comply with the direction; (b) the reference to the name of a company being changed following an order under section 73 or the name of an LLP being changed following an order under section 73, as applied by the 2009 Regulations, includes a case where a new name is determined— (i) for a company under section 73(4), (ii) or for an LLP under section 73(4), as applied by the 2009 Regulations, because of its failure to comply with an order.

Inappropriate use of indications of company type or legal form

Direction to change name used for criminal purposes

13A

Section 76A applies to LLPs, modified so that it reads as follows—

(76A) (1) The Secretary of State may direct an LLP to change its name if it appears to the Secretary of State that the name has been used, or is intended to be used, by the LLP to facilitate— (a) the commission of an offence involving dishonesty or deception, or (b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence. (2) The direction must be in writing and must specify the period within which the LLP is to change its name. (3) The period must be a period of at least 28 days beginning with the date of the direction. (4) The Secretary of State may by further direction in writing extend the period. Any such direction must be given before the end of the period for the time being specified. (5) An LLP may apply to the court to set aside a direction under subsection (1). (6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction. (7) The court may set the direction aside or confirm it. If the direction is confirmed, the court shall specify the period within which the direction is to be complied with. (8) If an LLP applies to the court under subsection (5) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing. (9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates. (10) If an LLP fails to comply with a direction under subsection (1), an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (11) 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.

Direction to change name wrongly registered

13B

Section 76B applies to LLPs, modified so that it reads as follows—

(76B) (1) The Secretary of State may direct an LLP to change its name if— (a) it appears to the Secretary of State that the LLP’s registration by that name was in contravention of any requirement imposed by the provisions of this Part that are applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), or (b) the Secretary of State did not, at the time at which the name was registered, form the opinion mentioned in section 53, 56A or 57A, but had proper grounds for doing so. (2) The direction must be in writing and must specify the period within which the LLP is to change its name. (3) The period must be a period of at least 28 days beginning with the date of the direction. (4) The Secretary of State may by further direction in writing extend the period. Any such direction must be given before the end of the period for the time being specified. (5) An LLP may apply to the court to set aside a direction under subsection (1). (6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction. (7) On an application under subsection (5) the court may set the direction aside or confirm it. (8) If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with. (9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates. (10) If an LLP applies to the court under subsection (5) to set aside a direction, the LLP is not required to comply with the direction while the proceedings are ongoing. (11) If an LLP fails to comply with a direction under subsection (1), an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (12) 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.

Registrar’s powers to change name

13C

Sections 76C and 76D apply to LLPs, modified so that they read as follows—

(76C) (1) Where, in the opinion of the registrar, an LLP’s registered name consists of or includes computer code, the registrar may— (a) determine a new name for the LLP, and (b) remove from the register any reference to the LLP’s old name. (2) If the registrar determines a new name for an LLP under this section, the registrar must— (a) give the LLP notice of the determination, and (b) place a note of the determination in the register. (3) Where an LLP is given a direction under section 76B to change its name— (a) that does not affect the registrar’s power to act under subsection (1), but (b) if the registrar does so, the direction lapses. (76D) (1) Where an LLP fails to comply with a direction to change its name, the registrar may determine a new name for the LLP. (2) The reference in subsection (1) to a direction to change an LLP’s name is to a direction under section 67, 75, 76, 76A or 76B. (3) If the registrar determines a new name for an LLP under this section, the registrar must— (a) give the LLP notice of the determination, and (b) place a note of the determination in the register.

Exceptions based on national security etc

13D

Section 76E applies to LLPs, modified so that it reads as follows—

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