The Limited Liability Partnerships (Application of Company Law) Regulations 2024

(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 47 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 47 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.

Signed

Kevin Hollinrake — Parliamentary Under Secretary of State — Department for Business and Trade — 29th February 2024

Explanatory note

(This note is not part of the Regulations)

Explanatory Note

The Limited Liability Partnerships Act 2000 (c. 12), provides for the creation of limited liability partnerships (“LLPs”) and for the making of regulations concerning them.

These Regulations amend provisions of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804, “2009 Regulations”) which apply to LLPs provisions of the Companies Act 2006 (c. 46) (“the 2006 Act”).

The 2006 Act was significantly amended by the Economic Crime and Corporate Transparency Act 2023 (“the 2023 Act”). These Regulations introduce new provisions into the 2009 Regulations which apply provisions of the 2006 Act and the 2023 Act, as well as modifying the 2009 Regulations’ application of certain the 2006 Act’s provisions, so they apply to LLPs.

Part 1 of the Regulations contains general introductory provisions on citation, commencement and interpretation. The Regulations come into force when section 1 (the registrar’s objectives) of the 2023 Act comes into force.

Part 2 of the Regulations amends the Limited Liability Partnerships Act 2000. Changes in regulation 3 and 4 are consequential and supplemental to changes introduced by regulations 16 and 14.

Part 3 of the Regulations amends the 2009 Regulations.

Chapter 1 of this Part contains general introductory provisions.

Chapter 2 amends Part 3 of the 2009 Regulations (an LLP’s name) applying some provisions of Part 5 of the 2006 Act (a company’s name) to LLPs.

Chapter 3 amends Part 4 of the 2009 Regulations (an LLP’s registered office) applying provisions of Part 6 of the 2006 Act (a company’s registered office and email address) to LLPs.

Chapter 4 amends Part 5 of the 2009 Regulations (an LLP’s members) applying some provisions of Chapters 1 and 8 of Part 10 of the 2006 Act (a company’s directors) to LLPs.

Chapter 5 amends Part 8 of the 2009 Regulations (an LLP’s annual return) applying some provisions of Part 24 of the 2006 Act (annual confirmation of accuracy of information on register) to LLPs.

Chapter 6 introduces an amendment to Part 8A of the 2009 Regulations (an LLP’s register of people with significant control) applying provisions of Part 21A of the 2006 Act (information about people with significant control) to LLPs.

Chapter 7 amends Part 13 of the 2009 Regulations (dissolution and restoration to the register) applying some provisions of Part 31 of the 2006 Act (dissolution and restoration to the register) to LLPs.

Chapter 8 amends Part 15 of the 2009 Regulations (the registrar of companies) applying some provisions of Part 31 of the 2006 Act (the registrar of companies) to LLPs.

Chapter 9 inserts a new regulation 79A into the 2009 Regulations, applying some provisions of Part 41 of the 2006 Act (business names) to LLPs.

No impact assessment has been prepared in connection with these Regulations.

Footnotes

Editorial notes