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

(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—

(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