The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025

Made: 18th September 2025

Coming into force in accordance with regulation 1(2) to (4)

The Secretary of State makes these Regulations in exercise of the powers conferred by sections 15(a), 16(1) and 17(3)(a) of the Limited Liability Partnerships Act 2000[^f00001].

In accordance with sections 17(4) and (5)(b) and (d) of that Act[^f00002], a draft of this instrument has been laid before and approved by a resolution of each House of Parliament.

Part 1 — Introductory provisions

Citation, commencement and extent

1

• (1) These Regulations may be cited as the Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025.

• (2) Subject to paragraphs (3) and (4), these Regulations come into force on 18th November 2025 (the date that section 167M of the Companies Act 2006 (prohibition on director acting unless ID verified) came fully into force).

• (3) The following provisions come into force on 18th November 2025 (immediately after section 790LA of the 2006 Act (duty to notify registrar of confirmed persons with significant control) came fully into force)—

• (a) regulation 5 (amendments to Part 1A (incorporation), except so far as it applies subsection (1A) of section 12A of the 2006 Act to LLPs;

• (b) paragraph (3)(b) of regulation 7 (amendments to Part 8 (annual confirmation by LLP of accuracy of information on register));

• (c) regulation 8 (amendments to Part 8A (an LLP’s register of people with significant control));

• (d) regulation 11 (amendments to the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016);

• (e) regulation 14 (notification of changes concerning people with significant control to the registrar);

• (f) regulation 15 (notification of changes: savings in relation to additional matters).

• (4) The following provisions come into force when section 167G of the 2006 Act (duty to notify registrar of change in directors)[^f00005] comes fully into force—

• (a) paragraph (2)(a)(iii) of regulation 3 (amendments to the 2000 Act);

• (b) paragraph (2)(c) of regulation 3;

• (c) paragraph (2)(d) of regulation 3;

• (d) regulation 5, so far as it applies subsection (1A) of section 12A of the 2006 Act to LLPs;

• (e) paragraph (2) of regulation 6 (amendments to Part 5 (an LLP’s members)), so far as it applies section 167G(4)(d) to (f) and (5) of the 2006 Act to LLPs.

• (5) These Regulations extend to England and Wales, Scotland and Northern Ireland.

Interpretation

2

In these Regulations—

• “the 2000 Act” means the Limited Liability Partnerships Act 2000[^f00006];

• “the 2006 Act” means the Companies Act 2006;

• “LLP” means a limited liability partnership incorporated under the Limited Liability Partnerships Act 2000;

• “PSC Regulations” means the Register of People with Significant Control Regulations 2016[^f00007].

Part 2 — Amendments to the 2000 Act

Amendments to the 2000 Act

3

• (1) The 2000 Act is amended as follows.

• (2) In section 2 (incorporation document etc)—

• (a) in subsection (2)—

• (i) in paragraph (e), for “particulars of” substitute “information about”;

• (ii) after paragraph (e) insert—

(ea) in the case of each individual named as a member, state that the individual’s identity is verified within the meaning of section 1110A of the Companies Act 2006[^f00008] (meaning of “identity is verified”),

• (iii) after that paragraph insert—

(eb) state that no person who is named as a member is disqualified under the directors disqualification legislation,

• (b) for subsection (2ZA) substitute—

(2ZA) The required information mentioned in subsection (2)(e) is the information mentioned in sections 167J and 167K of the Companies Act 2006[^f00009] as applied to limited liability partnerships by regulation 17A of the 2009 Regulations.

• (c) after that subsection insert—

(2ZB) Where any of the persons named as members would be disqualified under the directors disqualification legislation but for the permission of a court to act, the incorporation document must include a statement to that effect, in respect of each of them, specifying— (a) the person’s name, (b) the court by which permission is given, and (c) the date on which permission was given. (2ZC) Where any of the persons named as members would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986[^f00010] or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002[^f00011] (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, the incorporation document must include a statement to that effect, in respect of each of them, specifying— (a) the person’s name, and (b) the date on which the licence was issued and by whom it was issued.

• (d) in subsection (5), after the definition of “appropriate email address” insert—

• “disqualified under the directors disqualification legislation” has the meaning given in section 159A(2) of the Companies Act 2006[^f00012], as applied to limited liability partnerships by regulation 17ZC of the 2009 Regulations;
• “permission of the court to act” means permission of a court under provision mentioned in column 2 of the table in section 159A(2) of that Act, as so applied.

• (3) After section 4(2) (members) insert—

(2A) Subsections (1) and (2) are subject to section 159A(1) of the Companies Act 2006, as applied to limited liability partnerships by regulation 17ZC of the 2009 Regulations.

• (4) Omit section 9 (registration of membership changes).

• (5) In section 18 (interpretation), after the definition of “regulations” insert—

• “the 2009 Regulations” means the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804).

• (6) In paragraph 4(2)(a) of the Schedule, after “limited liability partnerships” insert “by Part 3 of the 2009 Regulations”.

Part 3 — Amendments to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

Amendments to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

4

The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009[^f00013] are amended in accordance with regulations 5 to 10.

Amendments to Part 1A (incorporation)

5

For regulation 3A (statement of initial significant control) substitute—

(3A) Sections 12A and 12B apply to LLPs, modified so that they read 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 is either a registrable person or a registrable relevant legal entity in relation to the LLP, and (b) include the required particulars of any such person. (1A) If there is anyone who will be a registrable person, or a registrable relevant legal entity, in relation to the LLP on incorporation, the statement must also include― (a) a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)), (b) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying― (i) the person’s name, (ii) the court by which permission was given, (iii) the date on which permission was given, and (c) if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying― (i) the person’s name, and (ii) the date on which the licence was issued and by whom it was issued. (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) In this section― - “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2); - “registrable person” has the meaning given by section 790C (see also section 790J: power to make exemptions); - “registrable relevant legal entity” has the meaning given by section 790C (see also section 790J); - “required particulars” has the meaning given by section 790K. (12B) (1) This section applies if an application for the registration of an LLP contains a statement of initial significant control that identifies a person who will be a registrable person in relation to the LLP on its incorporation. (2) The statement may include a statement that the person’s identity is verified within the meaning of section 1110A. (3) To find out what happens if the option in subsection (2) is not exercised, see section 790LM. (4) In this section “registrable person” has the same meaning as in section 12A(4).

Amendments to Part 5 (an LLP’s members)

6

• (1) For the heading of Chapter 1 of Part 5 (an LLP’s members) substitute “Information about members”.

• (2) For regulation 17A (alternative method of record keeping) substitute—

(17A) Sections 167G to 167L apply to LLPs, modified so that they read as follows— (167G) (1) An LLP must give notice to the registrar if a person— (a) becomes a member of the LLP, or (b) ceases to be a member of the LLP. (2) The notice must specify the date on which the person became or ceased to be a member of the LLP. (3) Where all the members from time to time of an LLP are designated members, subsection (1) does not require notice that a person has become or ceased to be a designated member as well as a member. (4) A notice under subsection (1)(a) of a person having become a member must contain— (a) a statement of the required information about the new member (see sections 167J and 167K); (b) a statement by the LLP that the person has consented to act in that capacity; (c) if the person is an individual, a statement that their identity is verified within the meaning of section 1110A; (d) a statement that the person is not disqualified under the directors disqualification legislation (see section 159A(2)); (e) if the person would be disqualified under the directors disqualification legislation but for the permission of a court to act, a statement to that effect specifying— (i) the court by which permission was given, and (ii) the date on which permission was given. (f) if the person would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect specifying— (i) the date on which the licence was issued, and (ii) by whom it was issued. (5) In subsection (3)(e) “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2). (6) Subsection (1)(a) does not require an LLP, on its incorporation, to give notice in relation to a person named as a member in the incorporation document under section 2 of the Limited Liability Partnerships Act 2000. (7) A notice under this section must be given within the period of 14 days beginning with the day on which the person becomes or ceases to be a member. (167H) (1) An LLP must give notice to the registrar of any change in the required information about a member (see sections 167J and 167K). (2) The notice must specify the date on which the change occurred. (3) A notice under this section must be given within the period of 14 days beginning with the day on which the change occurs. (4) Where an LLP gives notice of a change of a member’s service address but not their residential address, the notice must contain a statement that the residential address is unchanged. (167I) (1) An LLP must give notice to the registrar if a proposed member of the LLP did not become a member on its incorporation. (2) An LLP must give notice to the registrar of any change in the required information about a proposed member that occurred— (a) after the incorporation document for the LLP was delivered to the registrar, but (b) before the LLP was incorporated. (3) But an LLP is not required to give notice under subsection (2) in respect of a person if it gives notice under subsection (1) in respect of the person. (4) A notice under subsection (2) must specify the date on which the change occurred. (5) A notice under this section must be given within the period of 14 days beginning with the day on which the LLP was incorporated. (6) In this section— - “incorporation document” means an incorporation document under section 2 of the Limited Liability Partnerships Act 2000; - “proposed member” means a person mentioned in the incorporation document as a person who is to be a member of an LLP on incorporation. (167J) (1) The required information about a member (or proposed member) who is an individual is— (a) name, date of birth and nationality; (b) any relevant former names; (c) a service address (which may be stated as “The LLP’s registered office”); (d) usual residential address; (e) the part of the United Kingdom in which the individual is usually resident or, if the individual is usually resident in a country or state outside the United Kingdom, that country or state. (2) In subsection (1)(b) “relevant former name” means any former name other than— (a) in the case of a peer, or an individual normally known by a British title, the name by which the individual was known previous to the adoption of or succession to the title, or (b) in the case of any person— (i) a former name which was changed or disused before the person attained the age of 16 years, (ii) a former name which has been changed or disused for 20 years or more, or (iii) a former name which the registrar is required to refrain from making available for public inspection or from disclosing (or both) by virtue of regulations under section 1088(1)(a) or (b). (3) In this section— - “former name” means a name by which the individual was formerly known for business purposes; - “name” means the individual’s forename and surname. (4) Where a member (or proposed member) is a peer or an individual usually known by a title, any requirement imposed by this Act, the Limited Liability Partnerships Act 2000 or regulations made under that Act to provide the individual’s name because it forms part of the required information may be satisfied by providing that title instead of the individual’s forename and surname. (5) In this section— - “incorporation document” means an incorporation document under section 2 of the Limited Liability Partnerships Act 2000; - “proposed members” means a person mentioned in the incorporation document as a person who is to be a member of an LLP on incorporation. (167K) (1) The required information about a member (or proposed member) that is a body corporate, or a firm that is a legal person under the law by which it is governed, is— (a) corporate or firm name; (b) principal office; (c) a service address (which may be stated as “The LLP’s registered office”); (d) in the case of a limited company that is a UK-registered company, the registered number; (e) in any other case, particulars of— (i) the legal form of the body corporate or firm and the law by which it is governed, and (ii) if applicable, the register in which it is entered (including details of the state) and its registration number in that register. (2) In this section— - “incorporation document” means an incorporation document under section 2 of the Limited Liability Partnerships Act 2000; - “proposed members” means a person mentioned in the incorporation document as a person who is to be a member of an LLP on incorporation. (167L) (1) If an LLP fails, without reasonable excuse, to comply with section 167G, 167H or 167I, an offence is committed by— (a) the LLP, and (b) every 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) After regulation 17A, as substituted by paragraph (2), insert—