The Limited Liability Partnerships (Amendment) Regulations 2005

• Citation: S.I. 2005/1989
• Sections: 44

Section 1 Citation, commencement and interpretation

(1) These Regulations may be cited as the Limited Liability Partnerships (Amendment) Regulations 2005 and come into force on 1st October 2005 (“the commencement date”).

(2) Regulation 2 below has effect as respects financial years which begin on or after 1st January 2005 and which end on or after the commencement date.

(3) In these Regulations—

“the 1985 Act ” means the Companies Act 1985 ,

“the 1986 Act ” means the Insolvency Act 1986 , and

“the principal regulations ” means the Limited Liability Partnerships Regulations 2001 .

Section 2 Amendment of Schedule 1 to the principal regulations (accounts and audit)

Schedule 1 to the principal regulations (modifications to provisions of Part 7 of the 1985 Act as applied to limited liability partnerships) is amended in accordance with Schedule 1 to these Regulations.

Section 3 Amendment of Schedule 3 to the principal regulations (insolvency)

Schedule 3 to the principal regulations (modifications to provisions of the 1986 Act as applied to limited liability partnerships) is amended in accordance with Schedule 2 to these Regulations.

Section 4 Transitional provision

In a case where a petition for an administration order has been presented before the commencement date, the amendments to the principal regulations made by regulation 3 shall have no effect.

Section 1

Schedule 1 to the principal regulations is amended as follows.

Section 2

After the entry relating to section 225 of the 1985 Act (alteration of accounting reference date) insert—

Section 3

After the entry relating to section 228 of the 1985 Act (exemption for parent companies included in accounts of larger group) insert—

Section 4

For the entry relating to sections 234 (duty to prepare directors' report) and 234A (approval and signing of directors' report) of the 1985 Act substitute—

Section 5

In the entry relating to section 235 of the 1985 Act (auditors' report) , for “subsection (3)”, in both places where it occurs, substitute “subsections (3) to (5)”.

Section 6

In the entry relating to section 238 of the 1985 Act (persons entitled to receive copies of accounts and reports) after the entry relating to subsection (1) insert—

Section 7

For the entry relating to subsection (1) of section 239 of the 1985 Act (right to demand copies of accounts and reports) substitute—

Omit paragraphs (b), (ba) and (c), and

in paragraph (d), omit the words from “and that directors' report” to the end.

Section 8

In the entry relating to section 240 of the 1985 Act (requirements in connection with publication of accounts) , for the modification to subsection (3)(d) substitute “(b) omit paragraph (e), and”.

Section 9

After the entry relating to section 241 of the 1985 Act (accounts and report to be laid before general meeting) insert—

Section 10

For the entry relating to subsection (1) of section 242 of the 1985 Act (accounts and reports to be delivered to registrar) substitute—

For the words “The directors of a company” substitute “The designated members of a limited liability partnership”,

omit paragraphs (b), (ba) and (c),

in paragraph (d), omit from “and that directors' report” to the end, and

for “the directors must annex” substitute “the designated members must annex”.

Section 11

Omit the entry relating to section 243 of the 1985 Act (accounts of subsidiary undertakings to be appended in certain cases) .

Section 12

Omit the entry relating to section 244(3) of the 1985 Act (3 month extension of period allowed for delivering accounts where oversea interests) .

Section 13

For the entry relating to section 245 of the 1985 Act (voluntary revision of accounts) substitute—

For subsection (1) substitute—

(1) If it appears to the members of a limited liability partnership that any annual accounts did not comply with the requirements of this Act, they may prepare revised accounts.

Omit the words “, report or review” in both places where they occur, and

omit the words “laid before the company in general meeting or”.

In paragraph (a), omit the words “, statement, report or review”,

in paragraph (b), omit the words “or reporting accountant” and the words “, statement, report or review”, and

in paragraph (c)—

for “where the previous accounts, report or review” substitute “where the previous accounts”,

omit sub-paragraph (ii), and

omit the words from “, or where a summary financial statement” to the end.

Section 14

For the entry relating to section 245A (Secretary of State’s notice in respect of annual accounts, reports and reviews) substitute—

For paragraphs (a) and (b) substitute—

a copy of a limited liability partnership’s annual accounts has been delivered to the registrar,

omit the words “, report or review”.

Section 15

For the entry relating to section 245B (application in respect of defective accounts, reports and reviews) substitute—

Section 16

After the entry relating to section 245B insert—

Section 17

At the beginning of the entry relating to section 246A of the 1985 Act (special provisions for medium-sized companies) insert—

Section 18

For the entry relating to section 247A (cases in which special provisions do not apply) substitute—

For subsection (1B) substitute—

(1B) A limited liability partnership is ineligible if it is a person (other than a banking limited liability partnership) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on one or more regulated activities.

Section 19

After the entry relating to section 255D insert—

Section 20

In paragraph (a) of the entry relating to subsection (1) of section 262 of the 1985 Act (minor definitions) , for “and “credit institution”” substitute ““credit institution” and “quoted company””.

Section 21

In paragraph (a) of the entry relating to subsection (1) of section 262A of the 1985 Act (index of defined expressions) , after ““credit institution”” insert ““quoted company””.

Section 22

In the entry relating to paragraph 3 of Schedule 4 to the 1985 Act (movements in reserves; disclosure of dividends) , omit the entry relating to sub-paragraph (7)(b) and (c).

Section 23

Before the entry relating to paragraph 37 of Schedule 4 to the 1985 Act insert—

Section 24

In the entry relating to paragraph 3 of Schedule 8 to the 1985 Act (small company accounts: movements in reserves; disclosure of aggregate dividends) , omit the reference to sub-paragraph (7)(b).

Section 25

Before the entry relating to paragraph 37 of Schedule 8 to the 1985 Act insert—

Section 1

Schedule 3 to the principal regulations is amended as follows.

Section 2

After the entry relating to section 1 of the 1986 Act (those who may propose an arrangement) insert—

For “the directors of an eligible company intend” substitute “an eligible limited liability partnership intends”.

For “they” substitute “it”.

Section 3

In the entries relating to modifications to sections 2 to 7 of the 1986 Act where a proposal under section 1 has been made by the limited liability partnership—

(a) in the entry relating to section 2 (procedure where the nominee is not the liquidator or administrator) —

(i) before the entry in relation to subsection (2) insert—

(ii) in the entry relating to subsection (2), for “(a)” substitute “(aa)”, and

(iii) in the entry relating to subsection (4) insert at the beginning of the modification to subsection (4) “In paragraph (a)” and at the end insert “In paragraph (b) for “that person” substitute “those designated members”.”,

(b) after the entry relating to section 4 (decisions of meetings) insert—

Omit “— (a)”.

For “both meetings” substitute “the meeting”.

Omit the words from “, or” to “that section”.

(c) in the entry relating to section 5 (effect of approval) , omit the entry relating to subsection (1),

(d) in the entry relating to section 6 (challenge of decisions) —

(i) in the entry relating to subsection (1), omit the words ““meetings” substitute “meeting” and for”,

(ii) in the entry relating to subsection (2), for “(a)” substitute “(aa)” and for “(aa) as follows— “(aa)”” substitute “(ab) as follows— “(ab)””,

(iii) in the substituted subsection (4), for “the approval given by the meeting” substitute “any decision approving the voluntary arrangement which has effect under section 4A”, and

(iv) in the entry relating to subsection (5), omit the words “the first” and omit the words “, for the second “meetings” substitute “meeting””,

(e) after the entry relating to section 6 insert—

(f) in the entry relating to section 7 (implementation of proposal) —

(i) omit the entry relating to subsection (1),

(ii) insert—

(g) in the paragraph after the entry relating to section 7, for the words “an administration order is in force in relation to the limited liability partnership” substitute “the limited liability partnership is in administration”.

Section 4

Omit the entries relating to sections 8, 9, 10, 11, 13 and 14 of the 1986 Act .

Section 5

In the entry relating to section 84 of the 1986 Act (circumstances in which company may be wound up voluntarily) —

(a) insert after subsection (2)—

(b) in the entry relating to subsection (4), for “(3)” substitute “(4)” and for “(4)” substitute “(5)” wherever it appears.

Section 6

In the entry relating to section 122 of the 1986 Act (circumstances in which company may be wound up by the court) , in the entry relating to subsection (1) in the substituted subsection in modified sub paragraph (1)(d) omit “, or” and at the end of that sub paragraph insert the following—

(da) at the time at which a moratorium for the limited liability partnership under section 1A comes to an end, no voluntary arrangement approved under Part I has effect in relation to the limited liability partnership,

Section 7

In the entry relating to section 124 of the 1986 Act (application for winding up) insert at the end—

Section 8

In the entry relating to section 127 of the 1986 Act (avoidance of property dispositions, etc. ) , insert in the left hand column “subsection (1)”.

Section 9

Omit the entry relating to section 233 of the 1986 Act (suppliers of gas, water, electricity, etc.) .

Section 10

In the entry relating to section 247 of the 1986 Act (“insolvency” and “go into liquidation”) insert at the end—

Section 11

In the entry relating to subsection (3) of section 387 of the 1986 Act (“the relevant date”) insert before the modification to paragraph (c)—

Section 12

After the entry relating to section 389 of the 1986 Act (acting without qualification an offence) insert—

Section 13

After the entry relating to section 422 of the 1986 Act (recognised banks, etc.) insert—

Section 14

Before the entry relating to Schedule 1 to the 1986 Act (powers of the administrator or administrative receiver) insert—

For “directors of a company wish” substitute “limited liability partnership wishes”.

For “they” substitute “the designated members of the limited liability partnership”.

For “directors” substitute “the designated members of the limited liability partnership”.

In sub-paragraph (c), for “meetings of the company and” substitute “a meeting of”.

For “directors of a company” substitute “designated members of the limited liability partnership”.

In sub-paragraph (e)(iii), for “meetings of the company and” substitute “a meeting of”.

For “meetings” substitute “meeting”.

For “are” substitute “is”.

Omit the words in parenthesis.

For “either of those meetings” substitute “the meeting”.

For “those meetings were” substitute “that meeting was”.

Omit the words in parenthesis.

Insert new sub-paragraph (2A) as follows—

(2A) If modifications to the proposal are proposed at the meeting the chairman of the meeting shall, before the conclusion of the meeting, ascertain from the limited liability partnership whether or not it accepts the proposed modifications; and if at that conclusion the limited liability partnership has failed to respond to a proposed modification it shall be presumed not to have agreed to it.

For “either” substitute “the”.

After “the result of the meeting” in the first place where it occurs insert “(including, where modifications to the proposal were proposed at the meeting, the response to those proposed modifications made by the limited liability partnership)”.

At the end add “and to the limited liability partnership”.

For “directors of the company” substitute “designated members of the limited liability partnership”.

For “meetings (or either of them)” substitute “meeting”.

For “ directors” substitute “limited liability partnership”.

For “those meetings” substitute “that meeting”.

For sub-paragraph (2) substitute—

(2) The decision has effect if, in accordance with the rules, it has been taken by the creditors' meeting summoned under paragraph 29.

For “either of the meetings” substitute “the meeting”.

After sub-paragraph (2)(a) insert new (aa) as follows—

(aa) any member of the limited liability partnership;

For sub-paragraph (1) substitute—

(1) A limited liability partnership may appoint an administrator.

Omit sub-paragraph (2).

For paragraph 61 substitute—

(61) The administrator has power to prevent any person from taking part in the management of the business of the limited liability partnership and to appoint any person to be a manager of that business.

At the end add the following—

Subsections (3) and (4) of section 92 shall apply for the purposes of this paragraph as they apply for the purposes of that section.

Section 15

In the entry relating to Schedule 10 to the 1986 Act (punishment of offences under this Act) —

(a) before the entry relating to section 85(2) insert—

(b) after the entry relating to section 429(5) insert—