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

• Citation: S.I. 2009/1804
• Sections: 183

Section 1 Citation

These Regulations may be cited as the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.

Section 2 Commencement

(1) The provisions of these Regulations come into force as follows.

(2) Regulations 8, 64, 77, 80 and 81 of, and paragraphs 6 and 7 of Schedule 3 to, these Regulations come into force on the day after the Regulations are made for the purpose of enabling the exercise of powers to make regulations or orders by statutory instrument.

(3) Otherwise, the Regulations come into force on 1st October 2009.

Section 3 Interpretation

(1) In these Regulations “ LLP ” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000.

(2) In these Regulations, unless the context otherwise requires—

(a) any reference to a numbered Part, section or Schedule is to the Part, section or Schedule so numbered in the Companies Act 2006;

(b) references in provisions applied to LLPs—

(i) to provisions of the Companies Act 2006, or

(ii) to provisions of instruments made under that Act,

are to those provisions as applied to LLPs by these Regulations or by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 ;

(c) references in provisions applied to LLPs to provisions of the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2001 or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 ;

(d) references in provisions applied to LLPs to provisions of the Register of People with Significant Control Regulations 2016 are to those provisions as applied to LLPs by the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016.

Section 3A Statement of initial significant control

Section 12A applies to LLPs, modified so that it reads as follows—

Statement of initial significant control

(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 will count for the purposes of section 790M (register of people with significant control over an LLP) as either a registrable person or a registrable relevant legal entity in relation to the LLP,

(b) include the required particulars of anyone who will count as such, and

(c) include any other matters that on incorporation will be required (or, in the absence of an election under section 790X, would be required) to be entered in the LLP’s PSC register by virtue of section 790M.

(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) “Registrable person”, “registrable relevant legal entity” and “required particulars” have the meanings given in sections 790C and 790K.

Sections 12A and 12B apply to LLPs, modified so that they read as follows—

Statement of initial significant control

(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.

Option to provide ID verification information about PSCs

(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).

Section 4 Formalities of doing business under the law of England and Wales or Northern Ireland

Sections 43 to 47 apply to LLPs, modified so that they read as follows—

LLP contracts

(43)

(1) Under the law of England and Wales or Northern Ireland a contract may be made—

(a) by an LLP, by writing under its common seal, or

(b) on behalf of an LLP, by a person acting under its authority, express or implied.

(2) This is without prejudice to section 6 of the Limited Liability Partnerships Act 2000 (c. 12) (members as agents).

(3) Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of an LLP.

Execution of documents

(44)

(1) Under the law of England and Wales or Northern Ireland a document is executed by an LLP—

(a) by the affixing of its common seal, or

(b) by signature in accordance with the following provisions.

(2) A document is validly executed by an LLP if it is signed on behalf of the LLP—

(a) by two members, or

(b) by a member of the LLP in the presence of a witness who attests the signature.

(3) A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the LLP has the same effect as if executed under the common seal of the LLP.

(4) In favour of a purchaser a document is deemed to have been duly executed by an LLP if it purports to be signed in accordance with subsection (2). A “ purchaser ” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.

(5) Where a document is to be signed by a person on behalf of more than one LLP, or on behalf of an LLP and a company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity.

(6) References in this section to a document being (or purporting to be) signed by a member are to be read, in a case where that member is a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.

(7) This section applies to a document that is (or purports to be) executed by an LLP in the name of or on behalf of another person whether or not that person is also an LLP.

Common seal

(45)

(1) An LLP may have a common seal, but need not have one.

(2) An LLP which has a common seal shall have its name engraved in legible characters on the seal.

(3) If an LLP fails to comply with subsection (2) an offence is committed by—

(a) the LLP, and

(b) every member of the LLP who is in default.

(4) A member of an LLP, or a person acting on behalf of an LLP, commits an offence if he uses, or authorises the use of, a seal purporting to be a seal of the LLP on which its name is not engraved as required by subsection (2).

(5) 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.

(6) This section does not form part of the law of Scotland.

Execution of deeds

(46)

(1) A document is validly executed by an LLP as a deed for the purposes of section 1(2)(b) of the Law of Property (Miscellaneous Provisions) Act 1989 (c. 34) and for the purposes of the law of Northern Ireland if, and only if—

(a) it is duly executed by the LLP, and

(b) it is delivered as a deed.

(2) For the purposes of subsection (1)(b) a document is presumed to be delivered upon its being executed, unless a contrary intention is proved.

Execution of deeds or other documents by attorney

(47)

(1) Under the law of England and Wales or Northern Ireland an LLP may, by instrument executed as a deed, empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf.

(2) A deed or other document so executed, whether in the United Kingdom or elsewhere, has effect as if executed by the LLP.

Section 5 Formalities of doing business under the law of Scotland

Section 48 applies to LLPs, modified so that it reads as follows—

Execution of documents by LLPs: Scotland

(48)

(1) The following provisions form part of the law of Scotland only.

(2) Notwithstanding the provisions of any enactment, an LLP need not have a common seal.

(3) For the purposes of any enactment—

(a) providing for a document to be executed by an LLP by affixing its common seal, or

(b) referring (in whatever terms) to a document so executed,

a document signed or subscribed by or on behalf of the LLP in accordance with the provisions of the Requirements of Writing (Scotland) Act 1995 (c. 7) has effect as if so executed.

Section 6 Official seal for use abroad

Section 49 applies to LLPs, modified so that it reads as follows—

Official seal for use abroad

(49)

(1) An LLP that has a common seal may have an official seal for use outside the United Kingdom.

(2) The official seal must be a facsimile of the LLP's common seal, with the addition on its face of the place or places where it is to be used.

(3) The official seal when duly affixed to a document has the same effect as the LLP's common seal. This subsection does not extend to Scotland.

(4) An LLP having an official seal for use outside the United Kingdom may—

(a) by writing under its common seal, or

(b) as respects Scotland, by writing subscribed in accordance with the Requirements of Writing (Scotland) Act 1995,

authorise any person appointed for the purpose to affix the official seal to any deed or other document to which the LLP is party.

(5) As between the LLP and a person dealing with such an agent, the agent's authority continues—

(a) during the period mentioned in the instrument conferring the authority, or

(b) if no period is mentioned, until notice of the revocation or termination of the agent's authority has been given to the person dealing with him.

(6) The person affixing the official seal must certify in writing on the deed or other document to which the seal is affixed the date on which, and place at which, it is affixed.

Section 7 Other matters

Sections 51 and 52 apply to LLPs, modified so that they read as follows—

Pre-incorporation contracts, deeds and obligations

(51)

(1) A contract that purports to be made by or on behalf of an LLP at a time when the LLP has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the LLP or as agent for it, and he is personally liable on the contract accordingly.

(2) Subsection (1) applies—

(a) to the making of a deed under the law of England and Wales or Northern Ireland, and

(b) to the undertaking of an obligation under the law of Scotland,

as it applies to the making of a contract.

Bills of exchange and promissory notes

(52) A bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of an LLP if made, accepted or endorsed in the name of, or by or on behalf or on account of, the LLP by a person acting under its authority.

Section 8 Prohibited names and sensitive words and expressions

Sections 53 to 56A apply to LLPs, modified so that they read as follows—

Prohibited names

(53) An LLP must not be registered under the Limited Liability Partnerships Act 2000 (c. 12) by a name if, in the opinion of the Secretary of State—

(a) its use by the LLP would constitute an offence, or

(b) it is offensive.

Names for criminal purposes

(53A) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name if, in the opinion of the Secretary of State, the registration of the LLP by that name is intended 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.

Names suggesting connection with government or public authority

(54)

(1) The approval of the Secretary of State is required for an LLP to be registered under the Limited Liability Partnerships Act 2000 (c. 12) by a name that would be likely to give the impression that the LLP is connected with—

(a) Her Majesty's Government, any part of the Scottish Administration , the Welsh Assembly Government or Her Majesty's Government in Northern Ireland,

(b) a local authority, or

(c) any public authority specified for the purposes of this section by regulations made by the Secretary of State.

(2) For the purposes of this section—

“ local authority ” means—

a local authority within the meaning of the Local Government Act 1972 (c. 70), the Common Council of the City of London or the Council of the Isles of Scilly,

a council constituted under section 2 of the Local Government etc (Scotland) Act 1994 (c. 39), or

a district council in Northern Ireland;

“ public authority ” includes any person or body having functions of a public nature.

(3) Regulations under this section are subject to affirmative resolution procedure.

Other sensitive words or expressions

(55)

(1) The approval of the Secretary of State is required for an LLP to be registered under the Limited Liability Partnerships Act 2000 (c. 12) by a name that includes a word or expression for the time being specified in regulations made by the Secretary of State under this section.

(2) Regulations under this section are subject to approval after being made.

Duty to seek comments of government department or other specified body

(56)

(1) The Secretary of State may by regulations under—

(a) section 54 (name suggesting connection with government or public authority), or

(b) section 55 (other sensitive words or expressions),

require that, in connection with an application for the approval of the Secretary of State under that section, the applicant must seek the view of a specified Government department or other body.

(2) Where such a requirement applies, the applicant must request the specified department or other body (in writing) to indicate whether (and if so why) it has any objections to the proposed name.

(3) Where a request under this section is made in connection with an application for the registration of an LLP under the Limited Liability Partnerships Act 2000 (c. 12), the application must—

(a) include a statement that a request under this section has been made, and

(b) be accompanied by a copy of any response received.

(4) Where a request under this section is made in connection with a change in an LLP's name, the notice of the change sent to the registrar must—

(a) include a statement by a designated member of the LLP that a request under this section has been made, and

(b) be accompanied by a copy of any response received.

(5) In this section “ specified ” means specified in the regulations.

Names suggesting connection with foreign governments etc

(56A) 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, would be likely to give the false impression that the LLP is connected with—

(a) a foreign government or an agency or authority of a foreign government, or

(b) an international organisation whose members include two or more countries or territories (or their governments).

Section 9 Permitted characters etc

Section 57 applies to LLPs, modified so that it reads as follows—

Permitted characters etc

(57)

(1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to the characters, signs or symbols and punctuation that may be used in a registered name apply to LLPs.

(2) Those provisions are—

(a) regulation 2 and Schedule 1, and

(b) any other provisions of those Regulations having effect for the purpose of those provisions.

(3) In those provisions as they apply to LLPs—

(a) for “company” substitute “ LLP ” , and

(b) for “the Act” substitute “ the Limited Liability Partnerships Act 2000 ” .

(4) An LLP may not be registered under the Limited Liability Partnerships Act 2000 by a name that consists of or includes anything that is not permitted in accordance with the provisions applied by this section.

Section 9A Names containing computer code

Section 57A applies to LLPs, modified so it reads as follows—

Names containing computer code

(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.

Section 9B Prohibitions on registration of names following direction

Sections 57B and 57C apply to LLPs, modified so that they read as follows—

Prohibition on re-registering name following direction

(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.

Name that another LLP or a company has been directed to change

(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.

Section 10 Inappropriate use of indications of company type or legal form

Section 65 applies to LLPs, modified so that it reads as follows—

Inappropriate use of indications of company type or legal form

(65)

(1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to inappropriate use of indications of company type or legal form apply to LLPs.

(2) Those provisions are—

(a) regulation 4 and Schedule 2, and

(b) any other provisions of those Regulations having effect for the purpose of those provisions.

(3) As applied to LLPs regulation 4 is modified so as to read as follows—

Inappropriate indication of legal form: generally applicable provisions

(4)

(1) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that includes in any part of the name—

(a) an expression or abbreviation specified in inverted commas in paragraph 3(a) to (o) or (r) to (y) in Schedule 2 (other than the abbreviation “LLP” or “PAC” (with or without full stops) at the end of its name), or

(b) an expression or abbreviation specified as similar.

(2) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that includes, immediately before the expression “LIMITED LIABILITY PARTNERSHIP” OR “PARTNERIAETH ATEBOLRWYDD CYFYNGEDIG” or the abbreviations “LLP” or “PAC”, an abbreviation specified in inverted commas in paragraph 3(y) of that Schedule (or any abbreviation specified as similar)

Section 11 Similarity to other name on registrar's index

Sections 66 to 68 apply to LLPs, modified so that they read as follows—

Name not to be the same as another in the index

(66)

(1) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that is the same as another name appearing in the registrar's index of company names.

(2) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 supplementing this section apply to LLPs.

(3) Those provisions are—

(a) regulation 7 and Schedule 3 (matters that are to be disregarded and words, expressions, signs and symbols that are to be regarded as the same),

(b) regulation 8 (consent to registration of a name which is the same as another in the registrar's index of company names), and

(c) any other provisions of those Regulations having effect for the purpose of those provisions.

(4) In regulation 8 as applied to LLPs—

(a) for “a company” or “the company” substitute “ an LLP ” or “the LLP”,

(b) for “Company Y” substitute “ LLP Y ” , and

(c) in paragraph (1), for “the Act” substitute “ the Limited Liability Partnerships Act 2000 ” .

Power to direct change of name in case of similarity to existing name

(67)

(1) The Secretary of State may direct an LLP to change its name if it has been registered in a name that is the same as or, in the opinion of the Secretary of State, too like—

(a) a name appearing at the time of the registration in the registrar's index of company names, or

(b) a name that should have appeared in that index at that time.

(2) 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 (so far as it relates to the LLP to which the direction is given).

Direction to change names: supplementary provisions

(68)

(1) The following provisions have effect in relation to a direction under section 67 (power to direct change of name in case of similarity to existing name).

(2) Any such direction—

(a) must be given within twelve months of the LLP's registration by the name in question, and

(b) must specify the period within which the LLP is to change its name.

(2A) The period must be a period of at least 28 days beginning with the date of the direction.

(3) The Secretary of State may by a further direction extend that period. Any such direction must be given before the end of the period for the time being specified.

(4) A direction under section 67 or this section must be in writing.

(5) If an LLP fails to comply with the direction, 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.

Section 12 Similarity to other name in which person has goodwill

Sections 69 to 74 apply to LLPs, modified so that they read as follows—

Objection to LLP's registered name

(69)

(1) A person (“ the applicant ”) may object to an LLP's registered name on the ground—

(a) that it is the same as a name associated with the applicant in which he has goodwill, or

(b) that it is sufficiently similar to such a name that its use in the United Kingdom or elsewhere would be likely to mislead members of the public in the United Kingdom or elsewhere by suggesting a connection between the LLP and the applicant.

(2) The objection must be made by application to a company names adjudicator (see section 70).

(3) The LLP concerned shall be the primary respondent to the application. Any member or person who was a member at the time at which the name was registered may be joined as a respondent.

(4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show—

(a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill; or

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) that the name was registered in the ordinary course of an LLP formation business and the LLP is available for sale to the applicant on the standard terms of that business; or

(d) that the name was adopted in good faith; or

(e) that the interests of the applicant are not adversely affected to any significant extent.

If none of those is shown, the objection shall be upheld.

(5) If the facts mentioned in subsection (4)(a) ... or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.

(6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.

(7) In this section “ goodwill ” includes reputation of any description.

Company names adjudicators

(70)

(1) The Secretary of State shall appoint persons to be company names adjudicators.

(2) The persons appointed must have such legal or other experience as, in the Secretary of State's opinion, makes them suitable for appointment.

(3) An adjudicator—

(a) holds office in accordance with the terms of his appointment,

(b) is eligible for re-appointment when his term of office ends,

(c) may resign at any time by notice in writing given to the Secretary of State, and

(d) may be dismissed by the Secretary of State on the ground of incapacity or misconduct.

(4) One of the adjudicators shall be appointed Chief Adjudicator. He shall perform such functions as the Secretary of State may assign to him.

(5) The other adjudicators shall undertake such duties as the Chief Adjudicator may determine.

(6) The Secretary of State may—

(a) appoint staff for the adjudicators;

(b) pay remuneration and expenses to the adjudicators and their staff;

(c) defray other costs arising in relation to the performance by the adjudicators of their functions;

(d) compensate persons for ceasing to be adjudicators.

Procedural rules

(71)

(1) The Company Names Adjudicator Rules 2008 (S.I. 2008/1738) apply to LLPs.

(2) As they apply to LLPs, omit—

(a) in rule 3(6) (persons joined as respondent), the reference to a director of the primary respondent;

(b) rule 13(2) (registered office treated as address for service).

Decision of adjudicator to be made available to public

(72)

(1) A company names adjudicator must, within 90 days of determining an application under section 69, make his decision and his reasons for it available to the public.

(2) He may do so by means of a website or by such other means as appear to him to be appropriate.

Order requiring name to be changed

(73)

(1) If an application under section 69 is upheld, the adjudicator shall make an order—

(a) requiring the respondent LLP to change its name to one that is not an offending name, and

(b) requiring all the respondents—

(i) to take all such steps as are within their power to make, or facilitate the making, of that change, and

(ii) not to cause or permit any steps to be taken calculated to result in another LLP being registered with a name that is an offending name.

(2) An “ offending name ” means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely—

(a) to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or

(b) to give rise to a further application under section 69.

(3) The order must specify a date by which the respondent LLP's name is to be changed and may be enforced—

(a) in England and Wales or Northern Ireland, in the same way as an order of the High Court;

(b) in Scotland, in the same way as a decree of the Court of Session.

(4) If the respondent LLP's name is not changed in accordance with the order by the specified date, the adjudicator may determine a new name for the LLP.

(5) If the adjudicator determines a new name for the respondent LLP he must give notice of his determination—

(a) to the applicant,

(b) to the respondents, and

(c) to the registrar.

(6) For the purposes of this section an LLP's name is changed when the change takes effect in accordance with paragraph 5(4) in Part 1 of the Schedule to the Limited Liability Partnerships Act 2000 (c. 12) (on the issue of the certificate of the change of name).

(7) Where an order is made 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 order relates.

Appeal from adjudicator's decision

(74)

(1) An appeal lies to the court from any decision of a company names adjudicator to uphold or dismiss an application under section 69.

(2) Notice of appeal against a decision upholding an application must be given before the date specified in the adjudicator's order by which the respondent LLP's name is to be changed.

(3) If notice of appeal is given against a decision upholding an application, the effect of the adjudicator's order is suspended.

(4) If on appeal the court—

(a) affirms the decision of the adjudicator to uphold the application, or

(b) reverses the decision of the adjudicator to dismiss the application,

the court may (as the case may require) specify the date by which the adjudicator's order is to be complied with, remit the matter to the adjudicator or make any order or determination that the adjudicator might have made.

(5) If the court determines a new name for the LLP it must give notice of the determination—

(a) to the parties to the appeal, and

(b) to the registrar.

Section 13 Provision of misleading information etc

Sections 75 and 76 apply to LLPs, modified so that they read as follows—

Provision of misleading information etc

(75)

(1) If it appears to the Secretary of State—

(a) that misleading information has been given for the purposes of an LLP's registration by a particular name, or

(b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,

the Secretary of State may direct the LLP to change its name.

(2) Any such direction—

(a) must be given within five years of the LLP's registration by that name, and

(b) must specify the period within which the LLP is to change its name.

(2A) The period must be at least 28 days beginning with the date of the direction.

(3) The Secretary of State may by a further direction extend the period within which the LLP is to change its name. Any such direction must be given before the end of the period for the time being specified.

(4) A direction under this section must be in writing.

(4A) 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.

(5) If an LLP fails to comply with a direction under 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.

Misleading indication of activities

(76)

(1) If in the opinion of the Secretary of State the name by which an LLP is registered gives so misleading an indication of the nature of its activities as to pose a risk of harm to the public in the United Kingdom or elsewhere , the Secretary of State may direct the LLP to change its name.

(2) The direction must be in writing and must specify the period within which the LLP is to change its name.

(2A) The period must be a period of at least 28 days beginning with the date of the direction.

(3) 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.

(4) An LLP may apply to the court to set aside a direction under subsection (1).

(4A) Any application under subsection (4) must be made within the period of three weeks beginning with the date of the direction.

(5) 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.

(5A) If an LLP applies to the court under subsection (4) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing.

(5B) 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.

(6) 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.

(7) 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.

Section 13A Direction to change name used for criminal purposes

Section 76A applies to LLPs, modified so that it reads as follows—

Power to direct change of name used for criminal purposes

(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.

Section 13B Direction to change name wrongly registered

Section 76B applies to LLPs, modified so that it reads as follows—

Direction to change name wrongly registered

(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.

Section 13C Registrar’s powers to change name

Sections 76C and 76D apply to LLPs, modified so that they read as follows—

Registrar’s power to change name containing computer code

(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.

Registrar’s power to change name for failure to comply with direction

(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.

Section 13D Exceptions based on national security etc

Section 76E applies to LLPs, modified so that it reads as follows—

Exceptions based on national security etc

(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.

Section 14 Requirement to disclose LLP name etc

Sections 82 and 83 apply to LLPs, modified so that they read as follows—

Requirement to disclose LLP name etc

(82)

(1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to Trading Disclosures apply to LLPs.

(2) As they apply to LLPs—

(a) read references to a company as references to an LLP;

(b) read references to a director as references to a member of an LLP;

(c) read references to an officer of a company as references to a designated member of an LLP;

(d) in regulation 25 (further particulars to appear in business letters, order forms and websites), for paragraphs (2)(d) to (f) and (3) substitute—

(d) in the case of an LLP whose name ends with the abbreviation “llp”, “LLP”, “pac” or “PAC”, the fact that it is an LLP or a partneriaeth atebolrwydd cyfyngedig.

(e) in regulation 26 (disclosure of names of members)—

(i) at the beginning of paragraph (1) insert “ Subject to paragraph (3), ” and

(ii) after paragraph (2) insert—

(3) Paragraph (1) does not apply in relation to any document issued by an LLP with more than 20 members which maintains at its principal place of business a list of the names of all the members if the document states in legible characters the address of the principal place of business of the LLP and that the list of the members' names is open to inspection at that place.

(4) Where an LLP maintains a list of the members' names for the purposes of paragraph (3), any person may inspect the list during office hours.

(f) omit regulation 28(3) (offences: shadow directors).

Civil consequences of failure to make required disclosure

(83)

(1) This section applies to any legal proceedings brought by an LLP to which section 82 applies (requirement to disclose LLP name etc) to enforce a right arising out of a contract made in the course of a business in respect of which the LLP was, at the time the contract was made, in breach of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015.

(2) The proceedings shall be dismissed if the defendant (in Scotland, the defender) to the proceedings shows—

(a) that he has a claim against the claimant (pursuer) arising out of the contract that he has been unable to pursue by reason of the latter's breach of the regulations, or

(b) that he has suffered some financial loss in connection with the contract by reason of the claimant's (pursuer's) breach of the regulations,

unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.

(3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.

Section 15

Section 85 applies to LLPs, modified so that it reads as follows—

Minor variation in form of name to be left out of account

(85)

(1) For the purposes of this Chapter, in considering an LLP's name no account is to be taken of—

(a) whether upper or lower case characters (or a combination of the two) are used,

(b) whether diacritical marks or punctuation are present or absent,

provided there is no real likelihood of names differing only in those respects being taken to be different names.

(2) This does not affect the operation of provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 permitting only specified characters or punctuation.

Section 16 General

Sections 86 and 87 apply to LLPs, modified so that they read as follows—

Duty to ensure registered office at appropriate address

(86)

(1) An LLP must ensure that its registered office is at all times at an appropriate address within the meaning given by 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.

(4) Subsection (1) does not apply in relation to an LLP during any period for which the address of its registered office is a default address nominated by virtue of regulation 3 of the Registered Office Address (Rectification of Register) Regulations 2024 ( S.I. 2024/233 ).

Change of address of registered office

(87)

(1) An LLP may change the address of its registered office by giving notice to the registrar.

(1A) The notice must include a statement that the new address is an appropriate address within the meaning given by section 2(5) of the Limited Liability Partnerships Act 2000.

(2) The change takes effect upon the notice being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the LLP at the address previously registered.

(3) For the purposes of any duty of an LLP—

(a) to keep available for inspection at its registered office any register, index or other document, or

(b) to mention the address of its registered office in any document,

an LLP that has given notice to the registrar of a change in the address of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.

(4) Where an LLP unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (3)(a) in circumstances in which it was not practicable to give prior notice to the registrar of a change in the address of its registered office, but—

(a) resumes performance of that duty at other premises as soon as practicable, and

(b) gives notice accordingly to the registrar of a change in the situation of its registered office within 14 days of doing so,

it is not to be treated as having failed to comply with that duty.

Section 17 Welsh LLPs

Section 88 applies to LLPs, modified so that it reads as follows—

Welsh LLPs

(88)

(1) In this Act a “ Welsh LLP ” means an LLP as to which it is stated in the register that its registered office is to be situated in Wales.

(2) An LLP—

(a) whose registered office is in Wales, and

(b) as to which it is stated in the register that its registered office is to be situated in England and Wales,

may determine that the register be amended so that it states that the LLP's registered office is to be situated in Wales.

(3) An LLP—

(a) whose registered office is in Wales, and

(b) as to which it is stated in the register that its registered office is to be situated in Wales,

may determine that the register be amended so that it states that the LLP's registered office is to be situated in England and Wales.

(4) Where an LLP makes a determination under this section it must give notice to the registrar, who shall—

(a) amend the register accordingly, and

(b) issue a new certificate of incorporation altered to meet the circumstances of the case.

Section 17A Alternative method of record-keeping Notification of information about members

Section 161A applies to LLPs , modified so that it reads as follows—

Alternative method of record-keeping

(161A) Sections 162 to 165 must be read with Chapter 1A (which allows for an alternative method of record-keeping in the case of LLPs ).

Sections 167G to 167L apply to LLPs, modified so that they read as follows—

Duty to notify registrar of change in members

(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.

Duty to notify registrar of changes of information

(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.

Notification of changes occurring before LLP’s incorporation

(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.

Required information about a member: individuals

(167J)

(1) The required information about a member (or proposed member) who is an individual is—

(a) name and date of birth;

(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 ;

(f) whether he is a designated member.

(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.

Required information about a member: corporate members and firms

(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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(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 ;

(f) whether it is a designated member.

(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.

Members: offence of failure to notify of changes

(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.

Section 17B Duty to ensure disqualified person is not a member

Section 169A applies to LLPs, modified so that it reads as follows—

Duty to remove disqualified members

(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.

Section 17AA Prohibition on member acting unless ID verified

Section 167M (prohibition on director acting unless ID verified) applies to LLPs, modified so that it reads as follows—

Prohibition on member acting unless ID verified

(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).

Section 17AB Prohibition on acting unless membership notified

Section 167N (prohibition on acting unless directorship notified) applies to LLPs, modified so that it reads as follows—

Prohibition on acting unless membership notified

(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).

Section 17ZA Registered email addresses

Sections 88A and 88B apply to LLPs, modified so they read as follows—

Duty to maintain a registered email address

(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.

Change of registered email address

(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.

Section 17ZB Registered email addresses - transitional provisions

(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.

Section 17ZC Disqualified member

Section 159A applies to LLPs, modified so that it reads as follows—

Disqualified person cannot become a member of an LLP

(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.

Section 18 Requirements for register of members

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Section 18A

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Section 19 Members' residential addresses: protection from disclosure

Sections 240 to 246 apply to LLPs, modified so that they read as follows—

Protected information

(240)

(1) This Chapter makes provision for protecting, in the case of an LLP member who is an individual—

(a) information as to his usual residential address;

(b) the information that his service address is his usual residential address.

(2) That information is referred to in this Chapter as “ protected information ”.

(3) Information does not cease to be protected information on the individual ceasing to be a member of the LLP. References in this Chapter to a member include, to that extent, a former member.

Protected information: restriction on use or disclosure by LLP

(241)

(1) An LLP must not use or disclose protected information about any of its members, except—

(a) for communicating with the member concerned,

(b) in order to comply with any requirement of this Act or of the Limited Liability Partnerships Act 2000 (c. 12) as to particulars to be sent to the registrar, or

(c) in accordance with section 244 (disclosure under court order).

(2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the member concerned.

(3) If an LLP uses or discloses information in contravention of subsection (1), 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—

(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.

Protected information: restriction on ... disclosure by registrar

(242)

(1) The registrar must omit protected information from the material on the register that is available for inspection where—

(a) it is contained in a document delivered to him in which such information is required to be stated, and

(b) in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated.

(2) The registrar is not obliged—

(a) to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or

(b) to omit from the material that is available for public inspection anything registered before 1st October 2009.

(3) The registrar must not ... disclose protected information except—

(a) as permitted by section 243 (permitted ... disclosure by registrar), ...

(b) in accordance with section 244 (disclosure under court order) , or

(c) as permitted by section 1110F (general powers of disclosure by the registrar).

Permitted ... disclosure by the registrar

(243)

(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) The registrar may disclose protected information to a credit reference agency.

(3) The provisions of the Companies (Disclosure of Address) Regulations 2009 (S.I. 2009/214) relating to disclosure of protected information under this section apply to LLPs.

(4) The provisions are—

(a) Part 2 (disclosure of protected information),

(b) Part 4 (matters relating to applications under section 243 and section 1088) , so far as relating to disclosure under this section, and

(c) any other provisions of the Regulations having effect for the purposes of those provisions.

(5) As those provisions apply to LLPs—

(a) references to provisions of the Companies Act 1985 (c. 6), the Insolvency Act 1986 (c. 45), the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.9)) are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090) or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307);

(b) read references to a company or proposed company as references to an LLP or proposed LLP;

(c) read references to a director as references to a member of an LLP;

(d) read references to a subscriber to a memorandum of association as references to a proposed member of a proposed LLP;

(e) in regulation 1(2), for the definition of “former name” substitute—

“ former name ” means a name by which an individual was formerly known and which has been notified to the registrar under section 2 or 9 of the Limited Liability Partnerships Act 2000;

(f) in regulation 5(2)(a), for the words after “will be subjected to violence or intimidation as a result of the activities of at least one of” substitute—

(i) the companies of which he is, or proposes to become, a director;

(ii) the companies of which he was a director;

(iii) the overseas companies of which he is or has been a director, secretary or permanent representative;

(iv) the limited liability partnerships of which he is or has been a member;

(v) the limited liability partnerships of which he proposes to become a member;

(vi) the companies of which he is, or proposes to become a registrable person under Part 21A of the Act;

(vii) the companies of which he used to be a registrable person under Part 21A of the Act;

(viii) the limited liability partnerships of which that individual is, or proposes to become a registrable person under Part 21A of the Act as applied to limited liability partnerships by Part 8 of these Regulations; and

(ix) the limited liability partnerships of which that individual used to be a registrable person under Part 21A of the Act as applied to limited liability partnerships by Part 8 of these Regulations.

(6) In this section—

“ credit reference agency ” means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose; ...

...

Disclosure under court order

(244)

(1) The court may make an order for the disclosure of protected information by the LLP or by the registrar if—

(a) there is evidence that service of documents at a service address other than the member's usual residential address is not effective to bring them to the notice of the member, or

(b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the court,

and the court is otherwise satisfied that it is appropriate to make the order.

(2) An order for disclosure by the registrar is to be made only if the LLP—

(a) does not have the member's usual residential address, or

(b) has been dissolved.

(3) The order may be made on the application of a liquidator, creditor or member of the LLP, or any other person appearing to the court to have a sufficient interest.

(4) The order must specify the persons to whom, and purposes for which, disclosure is authorised.

Circumstances in which registrar may put address on the public record

(245)

(1) The registrar may put a member's usual residential address on the public record if—

(a) communications sent by the registrar to the member and requiring a response within a specified period remain unanswered, or

(b) there is evidence that service of documents at a service address provided in place of the member's usual residential address is not effective to bring them to the notice of the member.

(2) The registrar must give notice of the proposal—

(a) to the member, and

(b) to every LLP of which the registrar has been notified that the individual is a member.

(3) The notice must—

(a) state the grounds on which it is proposed to put the member's usual residential address on the public record, and

(b) specify a period within which representations may be made before that is done.

(4) It must be sent to the member at his usual residential address, unless it appears to the registrar that service at that address may be ineffective to bring it to the individual's notice, in which case it may be sent to any service address provided in place of that address.

(5) The registrar must take account of any representations received within the specified period.

(6) What is meant by putting the address on the public record is explained in section 246.

Putting the address on the public record

(246)

(1) If the registrar decides in accordance with section 245 that a member‘s usual residential address is to be put on the public record, the registrar must proceed as if each relevant LLP had given notice under section 167H—

(a) stating a change in the member’s service address, and

(b) stating the member’s usual residential address as their new service address.

(2) The registrar must give notice of having done so—

(a) to the member, and

(b) to every relevant LLP.

(3) The notice must state the date of the registrar’s decision to put the member’s usual residential address on the public record.

(4) Where a member’s usual residential address has been put on the public record by the registrar under this section, for the period of five years beginning with the date of the registrar’s decision no service address may be registered for the member other than their usual residential address (but see subsection (5)).

(5) Subsection (4)—

(a) does not limit the service address that may be registered for the member under regulations under section 1097B (rectification of register), and

(b) ceases to apply in relation to the member if a new service address is registered for the member under those regulations.

(6) In this section “ relevant LLP ” means each LLP given notice under section 245(2)(b).

Section 20 General provisions

Sections 738 to 742 apply to LLPs, modified so that they read as follows—

Meaning of “debenture”

(738) In this Act “ debenture ” includes debenture stock, bonds and any other securities of an LLP, whether or not constituting a charge on the assets of the LLP.

Perpetual debentures

(739)

(1) A condition contained in debentures, or in a deed for securing debentures, is not invalid by reason only that the debentures are made—

(a) irredeemable, or

(b) redeemable only—

(i) on the happening of a contingency (however remote), or

(ii) on the expiration of a period (however long),

any rule of equity to the contrary notwithstanding.

(2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed.

Enforcement of contract to subscribe for debentures

(740) A contract with an LLP to take up and pay for debentures of the LLP may be enforced by an order for specific performance.

Registration of allotment of debentures

(741)

(1) An LLP must register an allotment of debentures as soon as practicable and in any event within two months after the date of the allotment.

(2) If an LLP fails to comply with this section, an offence is committed by—

(a) the LLP, and

(b) every member of the LLP who is in default.

(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 and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(4) For the duties of the LLP as to the issue of the debentures, or certificates of debenture stock, see Part 21 (certification and transfer of securities).

Debentures to bearer (Scotland)

(742) Notwithstanding anything in the statute of the Scots Parliament of 1696, chapter 25, debentures to bearer issued in Scotland are valid and binding according to their terms.

Section 21 Register of debenture holders

Sections 743 to 748 apply to LLPs, modified so that they read as follows—

Register of debenture holders

(743)

(1) Any register of debenture holders of an LLP that is kept by the LLP must be kept available for inspection—

(a) at the LLP's registered office, or

(b) at a place specified in Part 2 of the Companies (Company Records) Regulations 2008 (S.I. 2008/3006).

(2) An LLP must give notice to the registrar of the place where any such register is kept available for inspection and of any change in that place.

(3) No such notice is required if the register has, at all times since it came into existence, been kept available for inspection at the LLP's registered office.

(4) If an LLP makes default for 14 days in complying with 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 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.

(6) References in this section to a register of debenture holders include a duplicate—

(a) of a register of debenture holders that is kept outside the United Kingdom, or

(b) of any part of such a register.

Register of debenture holders: right to inspect and require copy

(744)

(1) Every register of debenture holders of an LLP must, except when duly closed, be open to the inspection—

(a) of the registered holder of any such debentures, or any member of the LLP, without charge, and

(b) of any other person on payment of the fee prescribed by regulation 2 of the Companies (Fees for Inspection and Copying of Company Records) (No. 2) Regulations 2007 (S.I. 2007/3535).

(2) Any person may require a copy of the register, or any part of it, on payment of the fee prescribed by regulation 3 of the Companies (Fees for Inspection and Copying of Company Records) (No. 2) Regulations 2007 (S.I. 2007/3535).

(3) A person seeking to exercise either of the rights conferred by this section must make a request to the LLP to that effect.

(4) The request must contain the following information—

(a) in the case of an individual, his name and address;

(b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation;

(c) the purpose for which the information is to be used; and

(d) whether the information will be disclosed to any other person, and if so—

(i) where that person is an individual, his name and address,

(ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and

(iii) the purpose for which the information is to be used by that person.

(5) For the purposes of this section a register is “duly closed” if it is closed in accordance with provision contained—

(a) in the debentures,

(b) in the case of debenture stock in the stock certificates, or

(c) in the trust deed or other document securing the debentures or debenture stock.

The total period for which a register is closed in any year must not exceed 30 days.

(6) References in this section to a register of debenture holders include a duplicate—

(a) of a register of debenture holders that is kept outside the United Kingdom, or

(b) of any part of such a register.

Register of debenture holders: response to request for inspection or copy

(745)

(1) Where an LLP receives a request under section 744 (register of debenture holders: right to inspect and require copy), it must within five working days either—

(a) comply with the request, or

(b) apply to the court.

(2) If it applies to the court it must notify the person making the request.

(3) If on an application under this section the court is satisfied that the inspection or copy is not sought for a proper purpose—

(a) it shall direct the LLP not to comply with the request, and

(b) it may further order that the LLP's costs (in Scotland, expenses) on the application be paid in whole or in part by the person who made the request, even if he is not a party to the application.

(4) If the court makes such a direction and it appears to the court that the LLP is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the LLP is not to comply with any such request. The order must contain such provision as appears to the court appropriate to identify the requests to which it applies.

(5) If on an application under this section the court does not direct the LLP not to comply with the request, the LLP must comply with the request immediately upon the court giving its decision or, as the case may be, the proceedings being discontinued.

Register of debenture holders: refusal of inspection or default in providing copy

(746)

(1) If an inspection required under section 744 (register of debenture holders: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the court, 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 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.

(3) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it.

Register of debenture holders: offences in connection with request for or disclosure of information

(747)

(1) It is an offence for a person knowingly or recklessly to make in a request under section 744 (register of debenture holders: right to inspect and require copy) a statement that is misleading, false or deceptive in a material particular.

(2) It is an offence for a person in possession of information obtained by exercise of either of the rights conferred by that section—

(a) to do anything that results in the information being disclosed to another person, or

(b) to fail to do anything with the result that the information is disclosed to another person,

knowing, or having reason to suspect, that person may use the information for a purpose that is not a proper purpose.

(3) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

Time limit for claims arising from entry in register

(748)

(1) Liability incurred by an LLP—

(a) from the making or deletion of an entry in the register of debenture holders, or

(b) from a failure to make or delete any such entry,

is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred.

(2) This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period).

Section 22 Supplementary provisions

Sections 749 and 750 apply to LLPs, modified so that they read as follows—

Right of debenture holder to copy of deed

(749)

(1) Any holder of debentures of an LLP is entitled, on request and on payment of the fee prescribed by regulation 4 of the Companies (Fees for Inspection and Copying of Company Records) (No. 2) Regulations 2007 (S.I. 2007/3535), to be provided with a copy of any trust deed for securing the debentures.

(2) If default is made in complying with this section, an offence is committed by every member of the LLP who is in default.

(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 and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(4) In the case of any such default the court may direct that the copy required be sent to the person requiring it.

Liability of trustees of debentures

(750)

(1) Any provision contained in—

(a) a trust deed for securing an issue of debentures, or

(b) any contract with the holders of debentures secured by a trust deed,

is void in so far as it would have the effect of exempting a trustee of the deed from, or indemnifying him against, liability for breach of trust where he fails to show the degree of care and diligence required of him as trustee, having regard to the provisions of the trust deed conferring on him any powers, authorities or discretions.

(2) Subsection (1) does not invalidate—

(a) a release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release;

(b) any provision enabling such a release to be given—

(i) on being agreed to by a majority of not less than 75% in value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose, and

(ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act.

Section 23

Sections 752 to 754 apply to LLPs, modified so that they read as follows—

Power to re-issue redeemed debentures

(752)

(1) Where an LLP has redeemed debentures previously issued, then unless—

(a) provision to the contrary (express or implied) is contained in any contract made by the LLP, or

(b) the LLP has, by making a determination to that effect or by some other act, manifested its intention that the debentures shall be cancelled,

the LLP may re-issue the debentures, either by re-issuing the same debentures or by issuing new debentures in their place. This subsection is deemed always to have had effect.

(2) On a re-issue of redeemed debentures the person entitled to the debentures has (and is deemed always to have had) the same priorities as if the debentures had never been redeemed.

(3) The re-issue of a debenture or the issue of another debenture in its place under this section is treated as the issue of a new debenture for the purposes of stamp duty. It is not so treated for the purposes of any provision limiting the amount or number of debentures to be issued.

(4) A person lending money on the security of a debenture re-issued under this section which appears to be duly stamped may give the debenture in evidence in any proceedings for enforcing his security without payment of the stamp duty or any penalty in respect of it, unless he had notice (or, but for his negligence, might have discovered) that the debenture was not duly stamped. In that case the LLP is liable to pay the proper stamp duty and penalty.

Deposit of debentures to secure advances

(753) Where an LLP has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not treated as redeemed by reason only of the LLP's account having ceased to be in debit while the debentures remained so deposited.

Priorities where debentures secured by floating charge

(754)

(1) This section applies where debentures of an LLP registered in England and Wales or Northern Ireland are secured by a charge that, as created, was a floating charge.

(2) If possession is taken, by or on behalf of the holders of the debentures, of any property comprised in or subject to the charge, and the LLP is not at that time in the course of being wound up, the LLP's preferential debts shall be paid out of assets coming to the hands of the persons taking possession in priority to any claims for principal or interest in respect of the debentures.

(3) “ Preferential debts ” means the categories of debts listed in Schedule 6 to the Insolvency Act 1986 (c. 45) or Schedule 4 to the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)). For the purposes of those Schedules “the relevant date” is the date of possession being taken as mentioned in subsection (2).

(4) Payments under this section shall be recouped, as far as may be, out of the assets of the LLP available for payment of general creditors.

Section 24 Issue of certificates etc on allotment

Section 769 applies to LLPs, modified so that it reads as follows—

Duty of LLP as to issue of certificates etc on allotment

(769)

(1) An LLP must, within two months after the allotment of any of its debentures or debenture stock, complete and have ready for delivery—

(a) the debentures allotted, or

(b) the certificates of the debenture stock allotted.

(2) Subsection (1) does not apply—

(a) if the conditions of issue of the debentures or debenture stock provide otherwise, or

(b) in the case of allotment to a financial institution (see section 778).

(3) If default is made in complying with subsection (1) an offence is committed by every member of the LLP who is in default.

(4) A person guilty of an offence under subsection (3) 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.

Section 25 Transfer of debentures

Sections 770 and 771 apply to LLPs, modified so that they read as follows—

Registration of transfer

(770)

(1) An LLP may not register a transfer of debentures of the LLP unless—

(a) a proper instrument of transfer has been delivered to it, or

(b) the transfer is an exempt transfer within the Stock Transfer Act 1982 (c. 41).

(2) Subsection (1) does not affect any power of the LLP to register as debenture holder a person to whom the right to any debentures of the LLP has been transmitted by operation of law.

Procedure on transfer being lodged

(771)

(1) When a transfer of debentures of an LLP has been lodged with the LLP, the LLP must either—

(a) register the transfer, or

(b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal,

as soon as practicable and in any event within two months after the date on which the transfer is lodged with it.

(2) If the LLP refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request. This does not include copies of minutes of meetings of members.

(3) If an LLP fails to comply with this section, an offence is committed by—

(a) the LLP, and

(b) every 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) This section does not apply in relation to the transmission of debentures by operation of law.

Section 26 Other matters

Sections 774 and 775 apply to LLPs, modified so that they read as follows—

Evidence of grant of probate etc

(774) The production to an LLP of any document that is by law sufficient evidence of the grant of—

(a) probate of the will of a deceased person,

(b) letters of administration of the estate of a deceased person, or

(c) confirmation as executor of a deceased person,

shall be accepted by the LLP as sufficient evidence of the grant.

Certification of instrument of transfer

(775)

(1) The certification by an LLP of an instrument of transfer of any debentures of the LLP is to be taken as a representation by the LLP to any person acting on the faith of the certification that there have been produced to the LLP such documents as on their face show a prima facie title to the debentures in the transferor named in the instrument.

(2) The certification is not to be taken as a representation that the transferor has any title to the debentures.

(3) Where a person acts on the faith of a false certification by an LLP made negligently, the LLP is under the same liability to him as if the certification had been made fraudulently.

(4) For the purposes of this section—

(a) an instrument of transfer is certificated if it bears the words “certificate lodged” (or words to the like effect);

(b) the certification of an instrument of transfer is made by an LLP if—

(i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the LLP's behalf, and

(ii) the certification is signed by a person authorised to certificate transfers on the LLP's behalf or by a member or employee of the LLP or by an officer or employee of a body corporate so authorised;

(c) a certification is treated as signed by a person if—

(i) it purports to be authenticated by his signature or initials (whether handwritten or not), and

(ii) it is not shown that the signature or initials was or were placed there neither by himself nor by a person authorised to use the signature or initials for the purpose of certificating transfers on the LLP's behalf.

Section 27 Issue of certificates etc on transfer

Section 776 applies to LLPs, modified so that it reads as follows—

Duty of LLP as to issue of certificates etc on transfer

(776)

(1) An LLP must, within two months after the date on which a transfer of any of its debentures or debenture stock is lodged with the LLP, complete and have ready for delivery—

(a) the debentures transferred, or

(b) the certificates of the debenture stock transferred.

(2) For this purpose a “ transfer ” means—

(a) a transfer duly stamped and otherwise valid, or

(b) an exempt transfer within the Stock Transfer Act 1982 (c. 41),

but does not include a transfer that the LLP is for any reason entitled to refuse to register and does not register.

(3) Subsection (1) does not apply—

(a) if the conditions of issue of the debentures or debenture stock provide otherwise, or

(b) in the case of a transfer to a financial institution (see section 778).

(4) If default is made in complying with subsection (1) an offence is committed by every member of the LLP who is in default.

(5) 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.

Section 28 Issue of certificates etc on allotment or transfer to financial institution

Section 778 applies to LLPs, modified so that it reads as follows—

Issue of certificates etc: allotment or transfer to financial institution

(778)

(1) An LLP—

(a) of which debentures are allotted to a financial institution,

(b) of which debenture stock is allotted to a financial institution, or

(c) with which a transfer for transferring debentures or debenture stock to a financial institution is lodged,

is not required in consequence of that allotment or transfer to comply with section 769(1) or 776(1) (duty of LLP as to issue of certificates etc).

(2) A “ financial institution ” means—

(a) a recognised clearing house or a recognised CSD acting in relation to a recognised investment exchange, or

(b) a nominee of—

(i) a recognised clearing house or a recognised CSD acting in that way, or

(ii) a recognised investment exchange,

designated for the purposes of this section in the rules of the recognised investment exchange in question.

(3) Expressions used in subsection (2) have the same meaning as in Part 18 of the Financial Services and Markets Act 2000 (c. 8).

Section 29 Supplementary provisions

Section 782 is applied to LLPs, modified so that it reads as follows—

Issue of certificates etc: court order to make good default

(782)

(1) If an LLP on which a notice has been served requiring it to make good any default in complying with—

(a) section 769(1) (duty of LLP as to issue of certificates etc on allotment), or

(b) section 776(1) (duty of LLP as to issue of certificates etc on transfer),

fails to make good the default within ten days after service of the notice, the person entitled to have the certificates or the debentures delivered to him may apply to the court.

(2) The court may on such an application make an order directing the LLP and any member of it to make good the default within such time as may be specified in the order.

(3) The order may provide that all costs (in Scotland, expenses) of and incidental to the application are to be borne by the LLP or by a member of it responsible for the default.

Section 30

Sections 853A to 853BA apply to LLPs , modified so that they read as follows—

Duty to deliver confirmation statements

(853A)

(1) Every LLP must, before the end of the period of 14 days after the end of each review period, deliver to the registrar—

(a) such information as is necessary to ensure that the LLP is able to make the statement referred to in paragraph (b), and

(b) a statement (“a confirmation statement”) confirming—

(i) that the LLP has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, all of the information that it is required to deliver in relation to the confirmation period concerned under any duty to notify a relevant event (see section 853B), ...

(ii) that the LLP is delivering to the registrar at the same time as the confirmation statement any information that it is required to deliver by virtue of a duty imposed by any of sections 853BA, 853CA and 853CB.

(iii) in the case of an LLP’s first statement under this paragraph, that the LLP has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, any information that it is required to deliver under section 167I or 790LG (pre-incorporation changes).

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) In this Part “confirmation period”—

(a) in relation to an LLP ’s first confirmation statement, means the period beginning with the day of the LLP ’s incorporation and ending with the date specified in the statement (“confirmation date”);

(b) in relation to any other confirmation statement of the LLP , means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned.

(4) The confirmation date of a confirmation statement must be no later than the last day of the review period concerned.

(5) For the purposes of this Part, each of the following is a review period—

(a) the period of 12 months beginning with the day of the LLP ’s incorporation,

(b) each period of 12 months beginning with the day after the end of the previous review period.

(6) But where an LLP delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date.

(7) For the purpose of making a confirmation statement an LLP is entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the LLP otherwise.

Duty to notify a relevant event

(853B) The following duties are duties to notify a relevant event—

(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(ba) in the case of an LLP to which Part 21A (information about people with significant control) applies, and in respect of which an election is not in force under section 790X (election to keep information in PSC register on central register), the duty to give notice of a change as mentioned in section 790VA (notification to the registrar of changes to the LLP ’s PSC register);

(c) the duty to deliver anything as mentioned in section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH (information about persons with significant control);

(d) the duty to give notice of a change as mentioned in section 167G or 167H (changes in members or required information about a member);

(e) in the case of an LLP which, in accordance with regulations under section 1136 (where certain LLP records to be kept available for inspection), keeps any LLP records at a place other than its registered office, any duty under the regulations to give notice of a change of address of that place.

Duty to confirm lawful purposes

(853BA) Where an LLP makes a confirmation statement it must at the same time deliver to the registrar a statement that the intended future activities of the LLP are lawful.

Section 30A Duty to notify a change in registered office and email address

Sections 853CA and 853CB apply to LLPs, modified so that they read as follows—

Duty to notify a change in registered office

(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.

Duty to notify a change in registered email address

(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.

Section 31 Duty to notify a change in registered office and email address

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 31A Overview

Section 790A applies to LLPs, modified so that it reads as follows—

Overview

(790A) This Part is arranged as follows—

(a) Section 790C explains some key terms, including what it means to have “significant control” over an LLP;

(b) Sections 790D to 790K impose duties on LLPs to gather information, and on others to supply information, to enable LLPs to notify the registrar of the information in accordance with sections 790EB to 790EF, 790LA, 790LB(1) and 790LC to 790LH ;

(c) Sections 790EB to 790EF, 790LA, 790LB(1) and 790LC to 790LH require LLPs to notify the registrar of information relating to persons with significant control;

(e) Sections 790ZF and 790ZG make provision for excluding certain material from the information available to the public.

Section 31B Key terms

(1) Section 790C applies to LLPs with the following modifications.

(2) Read references to a company as references to an LLP.

(3) Subsection (7) is modified so that it reads as follows—

(7) A legal entity is “subject to its own disclosure requirements” if—

(a) this Part applies to it (whether by virtue of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 or otherwise),

(aa) it is an eligible Scottish partnership within the meaning of regulation 3(2) of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.

(b) it has voting shares admitted to trading on a UK regulated market or an EU regulated market ,

(c) it is a company or other legal entity which has voting shares admitted to trading—

(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(ii) on a market listed in Schedule 1 to the PSC Regulations.

(3A) Omit subsection (10).

(4) Omit subsection (11).

(5) In subsection (12), omit “and to any modifications prescribed by regulations under this subsection”.

(6) After subsection (12), insert—

(12A) Sections 790M(2) to (6A) and (10) of the Act are to be read and have effect as if a person within subsection (12) were an individual.

(12B) “PSC Regulations” means the Register of People with Significant Control Regulations 2016.

(12C) “Voting shares” means shares ... carrying voting rights.

(12D) For the purposes of subsection (12C), “voting rights” means rights to vote at general meetings of the company or legal entity in question, including rights that arise only in certain circumstances, and in relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights, a reference to voting rights is to be read as a reference to rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company.

(12E) “ EU regulated market ”, “ Regulated market ” and “ UK regulated market ” have the same meanings as in section 1173 of the Companies Act 2006.

(7) Omit subsections (13) and (14).

Section 31C Information gathering

(1) Sections 790CB to 790I apply to LLPs.

(2) As those provisions apply to LLPs—

(a) read references to a company as references to an LLP;

(b) omit “to which this Part applies” where it occurs;

(c) read references to an officer as references to a designated member;

(d) read section 790D as if subsections (6) and (7) were omitted; ...

(da) read section 790DA as if subsections (7) and (8) were omitted;

(e) read section 790E as if subsections (5) and (6) were omitted; and

(f) read section 790EA as if subsections (5) and (6) were omitted.