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

(76E) (1) Nothing in Part 5 that is applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804) prevents the registration of an LLP under the Limited Liability Partnerships Act 2000 by a name if the Secretary of State is satisfied that the registration of the LLP by that name is necessary— (a) in the interests of national security, or (b) for the purposes of preventing or detecting serious crime. (2) For the purposes of subsection (1)(b)— (a) “crime” means conduct which— (i) constitutes a criminal offence, or (ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and (b) crime is “serious” if— (i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or (ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.

PART 4A — REGISTERED EMAIL ADDRESS

Registered email addresses

17ZA

Sections 88A and 88B apply to LLPs, modified so they read as follows—

(88A) (1) An LLP must ensure that its registered email address is at all times an appropriate email address within the meaning of section 2(5) of the Limited Liability Partnerships Act 2000. (2) If an LLP fails, without reasonable excuse, to comply with this section an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (3) 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. (88B) (1) An LLP may change its registered email address by giving notice to the registrar. (2) The notice must include a statement that the new address is an appropriate email address within the meaning given by section 2(5) of the Limited Liability Partnerships Act 2000. (3) The change takes effect upon the notice being registered by the registrar.

Registered email addresses - transitional provisions

17ZB

• (1) This regulation applies in relation to an LLP registered under the Limited Liability Partnerships Act 2000 pursuant to an application for registration delivered to the registrar before regulation 17 of the LLP (Application of Company Law) Regulations 2024 (S.I. 2024/234, “2024 Regulations”) comes into force.

• (2) On the first occasion on which the LLP delivers a confirmation statement with a confirmation date that is after the day on which regulation 17 of the 2024 Regulations comes into force—

• (a) it must, at the same time, deliver to the registrar a statement specifying its registered email address for the purposes of section 88A;

• (b) section 853CB does not apply.

• (3) Section 853A(1)(b)(ii) has effect as if it included a reference to the duty imposed by paragraph (2) (and section 853L applies accordingly).

• (4) Section 88A does not apply in relation to the LLP until it has delivered the confirmation statement mentioned in paragraph (2) or, if it does not deliver the statement on time, the latest time by which it was required to do so.

• (5) In this regulation—

• “confirmation statement” has the meaning given by section 853A;

• “the registrar” has the meaning given by section 18 of the Limited Liability Partnerships Act 2000.

Disqualified member

17ZC

Section 159A applies to LLPs, modified so that it reads as follows—

(159A) (1) A person may not become a member of an LLP if the person is disqualified under the directors disqualification legislation (see subsection (2)). (2) In the table— (a) Part 1 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to— (i) an company registered in England and Wales or Scotland, or (ii) the delivery of a document to the registrar of companies for England and Wales or Scotland or a statement contained in such a document; (b) Part 2 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to— (i) an company registered in Northern Ireland, or (ii) the delivery of a document to the registrar of companies for Northern Ireland or a statement contained in such a document.

(3) Nothing in this section affects any liability of a person under any provision of the Limited Liability Partnerships Act 2000 or any other enactment if the person purports to act as a member of an LLP.

Alternative method of record-keeping

Duty to ensure disqualified person is not a member

17B

Section 169A applies to LLPs, modified so that it reads as follows—

(169A) (1) The members of an LLP must take any steps that are necessary to ensure that any member of the LLP who becomes disqualified under the directors disqualification legislation (see section 159A(2)) ceases to be a member of the LLP. (2) Nothing in this section affects any liability of a person under any provision of the Limited Liability Partnerships Act 2000 or any other enactment, if, having ceased to hold office by virtue of subsection (1), the person purports to act as a member of an LLP. (3) In relation to a person who became a member of an LLP before the time when regulation 19 of the Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234) comes into force, the reference in subsection (1) to a person who becomes disqualified includes a reference to a person who, at that time, is already disqualified. (4) If the members fail to comply with this section an offence is committed by each member of the LLP who is in default. (5) Where any such offence is committed by a member that is a legal entity, any officer of the member also commits the offence if— (a) the officer is an individual who is in default, or (b) the officer is a legal entity that is in default and one of its officers is in default. (6) 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. (7) A member is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.

Requirements for register of members

Duty to notify a change in registered office and email address

30A

Sections 853CA and 853CB apply to LLPs, modified so that they read as follows—

(853CA) (1) This section applies where— (a) an LLP makes a confirmation statement, (b) the LLP’s registered office is not at an appropriate address within the meaning given by section 2(5) of the Limited Liability Partnerships Act 2000, and (c) the LLP has not given a notice under section 87 (change of registered office), that is awaiting registration by the registrar. (2) The LLP must deliver a notice under section 87 at the same time as it delivers the confirmation statement. (853CB) (1) This section applies where— (a) an LLP makes a confirmation statement, (b) the LLP’s registered email address is not an appropriate email address within the meaning given by section 2(5) of the Limited Liability Partnerships Act 2000, and (c) the LLP has not given a notice under section 88B (change of registered email address), that is awaiting registration by the registrar. (2) The LLP must deliver a notice under section 88B, at the same time as it delivers the confirmation statement.

63A

Section 1080(2) applies to LLPs, modified so that it reads as follows—

(2) The records relating to LLPs are referred to collectively in the provisions of this Act that are applied to LLPs, in the Limited Liability Partnerships Act 2000 and in any regulations made under section 15 of that Act as ‘the register’.

Annotation and unique identifiers

Records relating to dissolved LLPs

Inspection etc of the register

Correction or removal of material ...

Language requirements: translation

Supplementary provisions

Communications in electronic form

75A

Section 1141(1) (service addresses) of and paragraph 4A of Schedule 4 (documents and information sent or supplied to a company) to the Companies Act 2006 have effect as if any reference to “company” in that paragraph is a reference to “LLP”.

Notice of appointment of judicial factor

Courts and legal proceedings

Requirements of this Act

Minor definitions

Business names

79A

Sections 1198A, 1198B and 1199A of the 2006 Act apply to LLPs, modified to read as follows—

(1198A) (1) Where a relevant direction has been given to an LLP to change its name, or it has been ordered under section 73 to change its name, the LLP must not carry on business in the United Kingdom under the name that it was directed or ordered to change, except as mentioned in subsection (2). (2) Subsection (1) does not prevent the use by an LLP of a name if— (a) the period for complying with the direction or order has not yet expired, (b) the LLP complied with the direction or order and has since become registered with the name again following approval given under section 57B, or (c) the direction was given, or the order was made, before regulation 46 of the Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234) came into force. (3) If an LLP uses a name in contravention of this section an offence is committed by— (a) the LLP, and (b) every designated 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. (5) In this section— - “LLP” includes overseas LLP; - “relevant direction” means a direction under section 67, 75, 76, 76A or 76B, other than a direction under section 76B(1)(b) given on the basis that, at the time at which an LLP’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A. (1198B) (1) Where a relevant direction has been given to an LLP to change its name, or it has been ordered under section 73 to change its name, another LLP must not carry on business in the United Kingdom under the name that the first LLP was directed or ordered to change if there is a person who has, or has had, a relevant relationship with both LLPs. (2) Subsection (1) does not prevent the use by an LLP of a name if— (a) it is registered under the Limited Liability Partnerships Act 2000 by that name, (b) the period for complying with the direction or order has not yet expired, or (c) the direction was given, or the order was made, before regulation 46 of the Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234) came into force. (3) 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. (4) For the purposes of this section a person has a “relevant relationship” with an LLP if the person is— (a) a person mentioned in section 2(1)(a) of the Limited Liability Partnerships Act 2000 in relation to the LLP, or (b) an officer of the LLP. (5) If an LLP uses a name in contravention of this section an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (7) In this section— - “LLP” includes overseas LLP; - “relevant direction” means a direction under section 67, 75, 76A or 76B, other than a direction under section 76B(1)(b) given on the basis that, at the time at which an LLP’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A. (1199A) (1) The Secretary of State may, by written notice given to a person, provide that a prohibition imposed by section 1198A or section 1198B does not apply in relation to the carrying on of a business by that person under a name specified in the notice, if satisfied that to do so is necessary— (a) in the interests of national security, or (b) for the purposes of preventing or detecting serious crime. (2) For the purposes of subsection (1)(b)— (a) “crime” means conduct which— (i) constitutes a criminal offence, or (ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and (b) crime is “serious” if— (i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or (ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.

Regulations and orders

Continuity of the law

Alternative method of record-keeping Notification of information about members

Prohibition on member acting unless ID verified

17AA

Section 167M (prohibition on director acting unless ID verified) applies to LLPs, modified so that it reads as follows—

(167M) (1) An individual must not act as a member of an LLP unless the individual’s identity is verified within the meaning of section 1110A (meaning of “identity is verified”). (2) An LLP must ensure that an individual does not act as a member unless the individual’s identity is verified within the meaning of section 1110A. (3) A person who contravenes subsection (1) commits an offence. (4) If an LLP contravenes subsection (2) an offence is committed by— (a) the LLP, and (b) every member of the LLP who is in default. (5) 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. (6) The only consequences of contravening subsections (1) and (2) are the offences provided for by this section (so that, for example, a contravention does not in any way affect the validity of an individual’s acts as a member).

Prohibition on acting unless membership notified

17AB

Section 167N (prohibition on acting unless directorship notified) applies to LLPs, modified so that it reads as follows—

(167N) (1) This section applies where— (a) a person has become a member of an LLP otherwise than on its incorporation, and (b) notice under section 167G of the person having done so has not been given within the period mentioned in subsection (7) of that section. (2) The person may not act as a member of the LLP until notice is given under section 167G. (3) A person who contravenes subsection (2) commits an offence. (4) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence. (5) It is a defence for a person charged with an offence under this section to prove that they reasonably believed that notice had been given under section 167G. (6) 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. (7) The only consequence of a contravention of subsection (2) is the offence provided for by this section (so that, for example, a contravention does not in any way affect the validity of a person’s acts as a member).

Duty to ensure disqualified person is not a member

Requirements for register of members

References to “confirmation” etc of information

31BA

Section 790CA applies to LLPs, modified so that references to a company are to be read as references to an LLP.

Information gathering

Required particulars

Duty to notify registrar of persons with significant control

31DA

• (1) Sections 790LA, 790LC to 790LH and 790LJ to 790LL apply to LLPs as if they were read with the following modifications.

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

• (3) Read references to an officer as references to a designated member.

• (4) In section 790LA, omit subsection (5).

• (5) In section 790LD, omit subsection (4).

• (6) In section 790LJ, omit subsection (2).

Identity verification obligations for persons with significant control

31DB

• (1) Sections 790LB, 790LM, 790LN, 790LQ and 790LT apply to LLPs with the following modifications.

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

• (3) In section 790LB—

• (a) omit subsections (2) and (3);

• (b) in subsection (4)—

• (i) “or (2)” is omitted, and

• (ii) for “sections 790LM and 790LO” substitute “section 790LM”.

• (4) In section 790LN―

• (a) in subsection (5) for the definition of “the appointed day” substitute—

• “the appointed day” means such day as is appointed in regulations under this section as it applies to registrable persons of companies, except that any reference in those regulations—to a company should be read as a reference to an LLP;to a director of a company should be read as a reference to a member of an LLP, andto any provision of company law should be read as a reference to that provision as applied to LLPs;

• (b) omit subsection (6).

Register of people with significant control

Inspection and copies of the register

Supplementary provision regarding requests to inspect and copies of PSC register

Protected information

Removal of entries from the register

Power of court to rectify an LLP’s PSC register

Notification of changes to the registrar

Alternative method of record keeping

Protection from disclosure

Schedule 1A

Schedule 1B

Identity verification: exemption on national security grounds etc

68A

Section 1110C applies to LLPs modified so that it reads as follows—

(1110C) (1) The Secretary of State may, by written notice given to a person, provide for one or more of the effects listed in subsection (2) to apply in relation to the person, if satisfied that to do so is necessary— (a) in the interests of national security, or (b) for the purposes of preventing or detecting serious crime. (2) The effects for which the notice may provide are that— (a) where an incorporation document names an individual as a member, section 2(2)(ea) of the Limited Liability Partnerships Act 2000 does not require a statement under that subsection to be made in relation to the person; (b) section 167G(4)(c) does not apply in relation to a notice of the person having become a member; (c) section 167M(1) does not apply in relation to the person and section 167M(2) does not impose any obligation on an LLP in relation to the person; (d) section 167N does not apply. (3) For the purposes of subsection (1)(b)— (a) “crime” means conduct which— (i) constitutes a criminal offence, or (ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and (b) crime is “serious” if— (i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or (ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.

Supplementary provisions