The Limited Liability Partnerships (Application of Companies Act 2006) (Amendment) Regulations 2013

Made: 14th March 2013

Laid before Parliament: 15th March 2013

Coming into force in accordance with regulation 1(2)

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 15 and 17 of the Limited Liability Partnerships Act 2000[^f00001].

Citation, commencement and interpretation

1

• (1) These Regulations may be cited as the Limited Liability Partnerships (Application of Companies Act 2006) (Amendment) Regulations 2013.

• (2) They come into force immediately after the amendments made by the Companies Act 2006 (Amendment of Part 25) Regulations 2013[^f00002] come into force.

• (3) “The principal Regulations” means the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009[^f00003].

Substituted Part 9 of principal Regulations

2

• (1) The provisions of the Schedule are substituted for the provisions of Part 9 of the principal Regulations.

• (2) The provisions of the Schedule are sections 859A to 859Q of the Companies Act 2006 which were inserted into that Act by the Companies Act 2006 (Amendment of Part 25) Regulations 2013.

Consequential and supplementary amendments to the principal Regulations

3

In regulation 64, in the modification of section 1081(1) (annotation of the register), insert after paragraph (d)—

(e) if a document is rectified under section 859M, the nature and date of rectification; (f) if a document is replaced under section 859N, the fact that it has been replaced and the date of delivery of the replacement.

4

In regulation 66, in the modification of section 1087 (material not available for public inspection), omit subsection (1)(i).

5

In regulation 67, in the modification of section 1096 (rectification of the register under court order), in subsection (6)(b) for “873 and 888 (rectification of the register of charges)” substitute “859M (rectification of register)”.

6

In regulation 68, in the modification of section 1105 (documents that may be drawn up and delivered in other languages), in subsection (2)(b) for “instruments or copy instruments required to be” substitute “certified copies”.

7

In regulation 74, in the modification of section 1136(2) (where certain LLP records to be kept available for inspection), for the words from “section 877” to the end substitute “section 859Q (instruments creating charges)”.

Transitional provisions

8

• (1) Subject to paragraph (3) the provisions set out in the Schedule apply to charges created on or after 6th April 2013.

• (2) Subject to paragraph (3), the provisions of Part 9 of the principal Regulations as they stood immediately before 6th April 2013 continue to apply to charges created before 6th April 2013.

• (3) Sections 859K, 859L and 859O of the Companies Act 2006 also apply to charges created before 6th April 2013.

• (4) The amendments made by regulations 3 to 7 of these Regulations apply to charges created on or after 6th April 2013.

SCHEDULE

Signed

Jo Swinson — Parliamentary Under Secretary of State for Employment Relations and Consumer Affairs — Department for Business, Innovation and Skills — 14th March 2013

Explanatory note

(This note is not part of the Regulations)

EXPLANATORY NOTE

These Regulations repeal and replace the provisions of Part 9 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804).

Regulation 2 substitutes the provisions in the Schedule for those in Part 9 of S.I. 2009/1984. This applies, with modifications, to limited liability partnerships the provisions of Part 25 of the Companies Act 2006 (c.46) as amended by the Companies Act 2006 (Amendment of Part 25) Regulations 2013 (S.I. 2013/600). Regulations 3 to 8 apply to LLPs the consequential and supplementary amendments made by paragraphs 3(4) to (8) of Schedule 2 to those Regulations and make transitional provisions.

The Schedule applies with modifications for LLPs the new Chapter A1 of Part 25 of the Companies Act 2006. That Chapter provides for a single scheme for the registration of company charges applicable to all UK registered companies irrespective of the place of incorporation of the company within the UK.

Section 859A provides for the registration by the registrar of companies of a charge submitted to the registrar by an LLP or other person interested in the charge. The registrar may only register a charge if a certified copy of the instrument is delivered to the registrar with a statement of particulars as provided for in section 859D. Section 859A(6) identifies particular categories of charge which are not within the scope of section 859A. Section 859B makes similar provision in respect of debentures as is provided for in respect of charges. Section 859G provides that specified information may be omitted from the certified copy of the instrument before it is submitted for registration. Section 859C provides for the registration of charges over property acquired by LLPs which is already subject to a charge.

Section 859E sets out in tabular form the dates when charges of specified categories are deemed to have been created for the purposes of the calculation of the period of 21 days within which the charge must, in accordance with section 859A, be submitted to the registrar for registration. Section 859F provides for application to court to extend the period for delivery for registration. Failure to deliver the charge for registration within the time permitted will result in the charge being invalid as against a liquidator or administrator of the LLP (section 859H).

Section 859I provides for the entry on the register of the documents delivered to the registrar and the allocation to the charge of a unique reference code, and the provision by the registrar of a certificate of registration of the charge.

Sections 859J, 859K, 859L and 859O make provision for the registration of other statements and notices relating to the charge and to the appointment of receivers under a charge.

Sections 859M and 859N provide for the rectification of the register and for the replacement of certified copies entered on the register where specified conditions are met.

Sections 859P and 859Q require a LLP to keep available for inspection copies of charges created by the LLP.

A full regulatory impact assessment of the effect that these Regulations will have on the costs to business is available from Business Environment Directorate of the Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET or at www.bis.gov.uk and is published with the Explanatory Memorandum alongside the instrument on www.legislation.gov.uk.

Footnotes

[^f00001]: 2000 c.12. Section 17(5)(b) was substituted by S.I. 2009/1804, Schedule 3, paragraphs 7(1) and (3).

[^f00002]: S.I. 2013/600.

[^f00003]: S.I. 2009/1804. There are amendments to S.I. 2009/1804 which are not relevant to these Regulations.

[^f00004]: 1982 c.xiv.

[^f00005]: 1985 c.6. Section 486 is repealed by section 46(1) of the Bankruptcy and Diligence etc. (Scotland) Act 2007 (2007 asp 3) from a day to be appointed.

[^f00006]: 1986 c.45.

[^f00007]: Section 466 is repealed by section 46(1) of the Bankruptcy and Diligence etc. (Scotland) Act 2007 (2007 asp 3) from a day to be appointed.