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PART 15U.K.THE REGISTRAR OF COMPANIES

Provisions of general applicationU.K.

60.—(1) The application to LLPs by the following regulations of certain provisions of Part 35 of the Companies Act 2006 is without prejudice to the application in relation to LLPs of the provisions of that Part that are of general application M1.

(2) Those provisions are—

Textual Amendments

Marginal Citations

M1Part 35 has been amended by S.I. 2009/1802.

Certificates of incorporationU.K.

61.  Sections 1064 and 1065 apply to LLPs, modified so that they read as follows—

“Public notice of issue of certificate of incorporation

1064.—(1) The registrar must cause to be published—

(a)in the Gazette, or

(b)in accordance with section 1116 (alternative means of giving public notice),

notice of the issue by the registrar of any certificate of incorporation of an LLP.

(2) The notice must state the name and registered number of the LLP and the date of issue of the certificate.

(3) This section applies to a certificate issued under—

(a)paragraph 5 of the Schedule to the Limited Liability Partnerships Act 2000 (c. 12) (change of name: registration and issue of certificate of change of name), or

(b)section 88(4) of this Act (Welsh LLPs),

as well as to the certificate issued on an LLP's formation.

Right to certificate of incorporation

1065.  Any person may require the registrar to provide him with a copy of any certificate of incorporation of an LLP, signed by the registrar or authenticated by the registrar's seal.”.

Registered numbersU.K.

62.  Section 1066 applies to LLPs, modified so that it reads as follows—

“LLP's registered numbers

1066.—(1) The registrar shall allocate to every LLP a number, which shall be known as the LLP's registered number.

(2) LLPs' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.

(3) The registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.

(4) A change of an LLP's registered number has effect from the date on which the LLP is notified by the registrar of the change.

(5) For a period of three years beginning with that date any requirement to disclose the LLP's registered number imposed by section 82 or section 1051 (trading disclosures) is satisfied by the use of either the old number or the new.”.

Public notice of receipt of certain documentsU.K.

63.  Sections 1077 to 1079 apply to LLPs, modified so that they read as follows—

“1077.    Public notice of receipt of certain documents

(1) The registrar must cause to be published—

(a)in the Gazette, or

(b)in accordance with section 1116 (alternative means of giving public notice),

notice of the receipt by the registrar of any document specified in section 1078.

(2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt.

(3) The registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the LLP to which the document relates.

1078.    The section 1077 documents

The following documents are specified for the purposes of section 1077—

Constitutional documents
1.The LLP's incorporation document.
2.Any notice delivered under section 8(4) of the Limited Liability Partnerships Act 2000 (c. 12).
3.Any notice of the change of the LLP's name.
Members
1.Notification of any change in the membership of the LLP.
2.Notification of any change in the particulars of members required to be delivered to the registrar.
Accounts and [F2confirmation statements]
1.All documents required to be delivered to the registrar under section 441 (annual accounts).
[F31A. All documents delivered to the registrar under sections 394A(2)(e), 448A(2)(e) and 479A(2)(e) (qualifying subsidiaries: conditions for exemptions from the audit, preparation and filing of individual accounts).]
2. [F4The LLP’s confirmation statement.]
[F5Reports
1.Any report or consolidated report on payments to governments required to be delivered to the registrar by regulation 14 of the Reports on Payments to Governments Regulations 2014.
2.Any information on payments to governments which is contained in a report or consolidated report prepared in accordance with equivalent reporting requirements (within the meaning of the Reports on Payments to Governments Regulations 2014) and is required to be delivered to the registrar by regulation 15 of those Regulations.]
Registered office
Notification of any change of the LLP's registered office.
Winding up
1.Copy of any winding-up order in respect of the LLP.
2.Notice of the appointment of liquidators.
3.Order for the dissolution of an LLP on a winding up.
4.Return by a liquidator of the final meeting of an LLP on a winding up.

1079.    Effect of failure to give public notice

(1) An LLP is not entitled to rely against other persons on the happening of any event to which this section applies unless—

(a)the event has been officially notified at the material time, or

(b)the LLP shows that the person concerned knew of the event at the material time.

(2) The events to which this section applies are—

(a)(as regards service of any document on the LLP) a change of the LLP's registered office,

(b)the making of a winding-up order in respect of the LLP, or

(c)the appointment of a liquidator in a voluntary winding up of the LLP.

(3) If the material time falls—

(a)on or before the 15th day after the date of official notification, or

(b)where the 15th day was not a working day, on or before the next day that was,

the LLP is not entitled to rely on the happening of the event as against a person who shows that he was unavoidably prevented from knowing of the event at that time.

(4) “Official notification” means—

(a)in relation to anything stated in a document specified in section 1078, notification of that document in accordance with section 1077;

(b)in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with section 109 of the Insolvency Act 1986 (c. 45) or Article 95 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)).”.

Textual Amendments

F3Words in reg. 63 inserted (with effect in relation to accounts for financial years ending on or after 1.10.2012) by The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012 (S.I. 2012/2301), regs. 1, 22(2) (with reg. 2)

F5Words in reg. 63 inserted (1.12.2014 with application in accordance with reg. 3(1) of the amending S.I.) by The Reports on Payments to Governments Regulations 2014 (S.I. 2014/3209), regs. 1(2), 20(2) (with reg. 3(2))

[F6The registerU.K.

63A.  Section 1080(2) applies to LLPs, modified so that it reads as follows—

“(2) The records relating to LLPs are referred to collectively in the provisions of this Act that are applied to LLPs, in the Limited Liability Partnerships Act 2000 and in any regulations made under section 15 of that Act as ‘the register’.”]

Textual Amendments

[F7Annotation and unique identifiers] U.K.

64.  Sections 1081 and 1082 apply to LLPs, modified so that they read as follows—

“1081.    Annotation of the register

(1) The registrar must place a note in the register recording—

(a)the date on which a document is delivered to the registrar;

F8(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement;

(d)if material is removed—

(i)what was removed (giving a general description of its contents),

(ii)under what power, and

(iii)the date on which that was done;

[F9(e)if a document is rectified under section 859M, the nature and date of rectification;

(f)if a document is replaced under section 859N, the fact that it has been replaced and the date of delivery of the replacement.]

(2) Regulation 3 of the Registrar of Companies and Applications for Striking Off Regulations 2009 (S.I. 2009/1803) applies to LLPs as regards—

(a)other circumstances in which the registrar is required or authorised to annotate the register, and

(b)the contents of any such annotation.

[F10(2A) The registrar may place a note in the register containing such information as appears to the registrar to be appropriate to address any confusion that may arise where material that was formerly considered by the registrar to form part of the register is no longer considered by the registrar to do so.]

(3) No annotation is required in the case of a document that by virtue of section 1072(2) (documents not meeting requirements for proper delivery) is treated as not having been delivered.

(4) A note may be removed if it no longer serves any useful purpose.

(5) Any duty or power of the registrar with respect to annotation of the register is subject to the court's power under section 1097 (powers of court on ordering removal of material from the register) to direct—

(a)that a note be removed from the register, or

(b)that no note shall be made of the removal of material that is the subject of the court's order.

(6) Notes placed in the register in accordance with subsection (1), [F11(2A),] in pursuance of the provision referred to in subsection (2) [F12, or in pursuance of any other enactment,] are part of the register for all purposes of the Companies Acts and the Limited Liability Partnerships Act 2000.

1082.    Allocation of unique identifiers

(1) The Secretary of State may make provision for the use, in connection with the register, of reference numbers (“unique identifiers”) to identify each person who is a member of an LLP.

(2) The regulations may—

(a)provide that a unique identifier may be in such form, consisting of one or more sequences of letters or numbers, as the registrar may from time to time determine;

(b)make provision for the allocation of unique identifiers by the registrar;

(c)require there to be included, in any specified description of documents delivered to the registrar, as well as a statement of the person's name—

(i)a statement of the person's unique identifier, or

(ii)a statement that the person has not been allocated a unique identifier;

(d)enable the registrar to take steps where a person appears to have more than one unique identifier to discontinue the use of all but one of them.

(3) The regulations may contain provision for the application of the scheme in relation to persons appointed, and documents registered, before the commencement of this Act.

(4) The regulations may make different provision for different descriptions of person and different descriptions of document.

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

Textual Amendments

Records relating to dissolved LLPsU.K.

65.  Section 1084 applies to LLPs, modified so that it reads as follows—

“Records relating to LLPs that have been dissolved

1084.—(1) This section applies where an LLP is dissolved [F13and a reference in this section to “the relevant date” is to the date on which the LLP was dissolved].

[F14(1A) The registrar need not make any information contained in records relating to the LLP available for public inspection at any time after the end of the period of 20 years beginning with the relevant date.]

[F15(2)  The registrar of companies for England and Wales may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the LLP or institution that are held by the registrar are to be removed to the Public Record Office.

(2A) The registrar of companies for Northern Ireland may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the LLP or institution that are held by the registrar are to be removed to the Public Record Office of Northern Ireland.

(3)  Records in respect of which a direction is given under subsection (2) or (2A) are to be disposed of under the enactments relating to the Public Record Office or, as the case may be, the Public Record Office of Northern Ireland.]

F16(3A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F16(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .”.

Textual Amendments

Inspection etc of the registerU.K.

66.  Sections 1085 to 1091 M2 apply to LLPs, modified so that they read as follows—

“1085.    Inspection of the register

(1) Any person may inspect the register.

(2) The right of inspection extends to the originals of documents delivered to the registrar in hard copy form if, and only if, the record kept by the registrar of the contents of the document is illegible or unavailable. The period for which such originals are to be kept is limited by section 1083(1).

[F17(3)  This section has effect subject to—

(a)sections 67(2), 73(7), 75(6), 76(9), 76A(9) and 76B(9) (which confer powers to suppress an LLP’s name that it has been directed or ordered to change);

(b)section 1084(2) (records relating to LLPs that have been dissolved);

(c)section 1087 (material not available for public inspection).]

1086.    Right to copy of material not on the register

(1) Any person may require a copy of any material on the register [F18that is available for public inspection].

(2) The fee for any such copy of material derived from a document specified for the purposes of section 1077, whether in hard copy or electronic form, must not exceed the administrative cost of providing it.

F19(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1087.    Material not available for public inspection

(1) The following material must not be made available by the registrar for public inspection—

[F20(za)an email address delivered to the registrar under—

(i)section 2(2)(da) of the Limited Liability Partnerships Act 2000 or section 88B (initial registered email address and change of address);

(ii)regulation 17ZB of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804);]

(a)the contents of any document sent to the registrar containing views expressed pursuant to section 56 (comments on proposal by LLP to use certain words or expressions in LLP name);

(b)protected information within section 242(1) (members' residential addresses: restriction on disclosure by registrar);

(c)representations received by the registrar in response to a notice under section 245(2) (notice of proposal to put member's usual residential address on the public record);

[F21(ca)information to which sections 240 to 244 are applied by section 790ZF(1) (residential addresses of people with significant control over the LLP);

(cb)information that, by virtue of regulations under section 790ZG, the registrar must omit from the material on the register that is available for public inspection;]

(d)any application to the registrar under section 1024 (application for administrative restoration to the register) that has not yet been determined or was not successful;

(e)any document received by the registrar in connection with the giving or withdrawal of consent under section 1075 (informal correction of documents) [F22before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023];

[F23(ea) relevant date of birth information that section 1087A provides is not to be made available for public inspection;]

(f)any application or other document delivered to the registrar under section 1088 (application to make address unavailable for public inspection) and any address in respect of which such an application is successful;

[F24(fa)any information provided to the registrar under section 1092A (power to require further information);]

[F25(g) any application or other document delivered to the registrar under section 1094 (removal of material from the register);]

(h)any court order under section 1096 (rectification of the register under court order) that the court has directed under section 1097 (powers of court on ordering removal of material from the register) is not to be made available for public inspection;

[F26(ha)any application or document delivered to the registrar under section [F271097A, 1097B or 1097C (rectification of registered office, service address or principal office address)] other than an order or direction of the court;] 

F28(i). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(j)any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone;

[F29(ja)any record of the information contained in a document (or part of a document) mentioned in any of the previous paragraphs of this subsection.]

(k)any other material excluded from public inspection by or under any other enactment.

(2) A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies.

(3) Material to which this section applies need not be retained by the registrar for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar.

F301087ZA.     Required particulars available for public inspection for limited period

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

1087A     [F31Protection of date of birth information

(1) The registrar must not make available for public inspection—

(a)so much of any document delivered to the registrar as is required to contain relevant date of birth information;

(b)any record of the information contained in part of a document that is unavailable because of paragraph (a).

(2) This section has limited application in relation to documents delivered before it comes fully into force: see section 1087B.

(3) “Relevant date of birth information” means—

(a)information as to the day of the month (but not the month or year) on which a LLP member (or proposed LLP member) was born;

(b)information as to the day of the month (but not the month or year) on which a registrable person in relation to the LLP was born.

(4) Information about a LLP member (or proposed LLP member) or registrable person does not cease to be relevant date of birth information when they cease to be a LLP member (or proposed LLP member) or registrable person.

(5) Subsection (1)(b) does not affect the availability for public inspection of the same information contained in material derived from a part of a document that was not required to contain the information.

(6) In this section “registrable person”, in relation to an LLP, has the meaning given by section 790C(4).]

1087B     [F31Protection of date of birth information in old documents

(1) This section limits the extent to which section 1087A applies in relation to documents delivered to the registrar before that section comes fully into force (“old documents”).

(2) Section 1087A does not apply in relation to any old documents registered before 10 October 2015.

(3) Section 1087A does not apply in relation to any old document that is—

(a)a statement of the proposed members of the proposed LLP delivered under section 2 of the Limited Liability Partnerships Act 2000 in circumstances where the proposed members gave notice of election under section 167A (election to keep information on central register) in respect of the LLP’s register of members when the statement was delivered;

(b)a document delivered by the LLP under section 167D (duty to notify registrar of changes while election in force);

(c)a statement of initial significant control delivered under section 2 of the Limited Liability Partnerships Act 2000 in circumstances where the subscribers wishing to form an LLP gave notice of an election under section 790X in respect of an LLP when the statement was delivered;

(d)a document containing a statement or updated statement delivered by the LLP under section 790X(6)(b) or (7) (statement accompanying notice of election made after incorporation);

(e)a document delivered by the LLP under section 790ZA (duty to notify registrar of changes while election in force).

(4) Section 1087A does not apply in relation to any old document if—

(a)the document is—

(i)a statement of proposed members delivered under section 2 of the Limited Liability Partnerships Act 2000 (Incorporation document etc), or

(ii)notice given under section 9 of the Limited Liability Partnership Act 2000 (registration of membership changes) of a person having become a member of the LLP,

(b)after the delivery of the document an election was made under section 167A in respect of the LLP’s register of members, and

(c)the relevant date of birth information relates to a person who was a members of the LLP when that election took effect.

(5) References in subsections (3)(a) to (e) and (4)(a) to (c) to a provision of this Act are to the provision as it had effect at the time at which the document was delivered (the provisions in question were repealed by the Economic Crime and Corporate Transparency Act 2023).]

1087C.     [F31Disclosure of date of birth information

(1) The registrar must not disclose relevant date of birth information except—

(a)in accordance with subsection (2) or (3), or

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

(2) The registrar may disclose relevant date of birth information if the information is made available for public inspection.

(3) The registrar may disclose relevant date of birth information to a credit reference agency (as defined by section 243(6)).

(4) Subsections (2) to (7) of section 243 (permitted disclosure of address information by the registrar) apply for the purposes of subsection (3) as for the purposes of that section (reading references there to protected information as references to relevant date of birth information).

(5) In this section “relevant date of birth information” has the meaning given by section 1087A(3).]

1088.    Application to registrar to make address unavailable for public inspection

(1) The provisions of the Companies (Disclosure of Address) Regulations 2009 (S.I. 2009/214) relating to applications to make an address unavailable for inspection under this section apply to LLPs.

(2) The provisions are—

(a)Part 3 (disclosure of protected information),

(b)Part 4 (matters relating to applications), so far as relating to applications to make an address unavailable for inspection under this section, and

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

(3) As those provisions apply to LLPs—

(a)references in the regulations to provisions of the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)) 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 as references to an LLP;

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

(d)omit all references to secretaries or permanent representatives;

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

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

[F32(f)in regulation 9, for paragraph (1) substitute—

“(1) Where an individual’s usual residential address is on the register, that individual may make a section 1088 application in respect of that address, where that address was placed on the register in the individual’s capacity as—

(a)a proposed member or member under—

(i)section 2 (incorporation document etc.) or 9 (registration of membership changes) of the Limited Liability Partnerships Act 2000,

(ii)section 2 (incorporation document etc.) or 9 (registration of membership changes) of the Limited Liability Partnerships Act (Northern Ireland) 2002,

(iii)section 288 (register of directors and secretaries) or 363 (duty to deliver annual returns) of the 1985 Act,

(iv)article 296 (register of directors and secretaries) or 371 (duty to deliver annual returns) of the 1986 Order,

(v)section 855 (contents of annual return) or 167D (duty to notify registrar of changes);

(b)a registrable person under—

(i)section 2 of the Limited Liability Partnerships Act 2000 (incorporation document etc.),

(ii)any obligation in Part 21A (information about people with significant control).”]

(g)omit regulation 10.

1089.    Form of application for inspection or copy

The registrar may specify the form and manner in which application is to be made for—

(a)inspection under section 1085, or

(b)a copy under section 1086.

1090.    Form and manner in which copies to be provided

The registrar may determine the form and manner in which copies are to be provided [F33under section 1086].

1091.    Certification of copies as accurate

[F34(1)  A copy provided under section 1086 must be certified by the registrar as a true copy if the applicant expressly requests such certification.]

(3) A copy provided under section 1086, certified by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence—

(a)as of equal validity with the original document, and

(b)as evidence (in Scotland, sufficient evidence) of any fact stated in the original document of which direct oral evidence would be admissible.

(4) Regulation 2 of the Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 (S.I. 2006/3429) (certification of electronic copies by registrar) applies where the copy is provided in electronic form.

(5) Copies provided by the registrar may, instead of being certified in writing to be an accurate record, be sealed with the registrar's official seal M3.”.

Textual Amendments

Marginal Citations

M2Section 1087(1) was amended by article 12 of S.I. 2009/1802.

M3See section 1062 of the Companies Act 2006 (the registrar's official seal).

Correction or removal of material F35...U.K.

67.  Sections 1093 to 1098 apply to LLPs, modified so that they read as follows—

“1093.    Registrar's notice to resolve inconsistency on the register

[F36(1)  Where it appears to the registrar that the information contained in a document delivered to the registrar in relation to an LLP is inconsistent with other information contained in records kept by the registrar under section 1080, the registrar may give notice to the LLP to which the document relates—

(a)stating in what respects the information contained in it appears to be inconsistent with other information in records kept by the registrar under section 1080, and

(b)requiring the LLP, within the period of 14 days beginning with the date on which the notice is issued, to take all such steps as are reasonably open to it to resolve the inconsistency by delivering replacement or additional documents or in any other way.]

[F36(2)  The notice must state the date on which it is issued.]

(3) If the necessary documents are not delivered within the period specified, 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 subsection (3) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [F37one-tenth of level 5 on the standard scale][F37one-tenth of the greater of £5,000 or level 4 on the standard scale].

1094.     [F38Removal of material from the register

(1) The registrar may remove from the register anything that appears to the registrar to be—

(a)a document, or material derived from a document, accepted under section 1073 (power to accept documents not meeting requirements for proper delivery), or

(b)unnecessary material as defined by section 1074.

(2) The power to remove material from the register under this section may be exercised—

(a)on the registrar’s own motion, or

(b)on an application made in accordance with the provisions applied to LLPs by section 1094A (further provision about removal of material from the register).

(3) The registrar may exercise the power to remove from the register anything the registration of which had legal consequences only if satisfied that the interest of the LLP, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.]

1094A.     [F38Further provision about removal of material from the register

Part 3 (removal of material from the register) of the Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54) applies to LLPs, modified so that every reference to a company is read as if it were a reference to an LLP.

1094B.    Power of court to make consequential orders following removal

(1) Where the registrar removes anything from the register otherwise than in pursuance of a court order, the court may, on an application by a person with sufficient interest, make such consequential orders as the court thinks fit as to the legal effects of the inclusion of the material on the register or its removal.

(2) In this section the reference to the registrar removing material from the register includes the registrar determining that anything purported to be delivered to the registrar under any enactment was not in fact delivered under an enactment and therefore does not form part of the register.]

F381095.    Rectification of register on application to registrar

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

[F391095A.     Rectification of register to resolve a discrepancy

(1) This section applies where—

(a)a discrepancy in information relating to an LLP is reported to the registrar under regulation 30A(2) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (requirement to report discrepancies in information about beneficial ownership), and

(b)the registrar determines, having investigated the discrepancy under regulation 30A(5) of those Regulations, that there is a discrepancy.

(2) The registrar may remove material from the register if doing so is necessary to resolve the discrepancy.]

1096.    Rectification of the register under court order

(1) The registrar shall remove from the register any material—

(a)that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the LLP, or

(b)that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged,

and that the court directs should be removed from the register.

(2) The court order must specify what is to be removed from the register and indicate where on the register it is.

[F40(3)  The court may make an order for the removal from the register of anything the registration of which had legal consequences only if satisfied that the interest of the LLP, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.]

(4) Where in such a case the court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

(5) A copy of the court's order must be sent to the registrar for registration.

[F41(5A) This section does not apply to any material delivered to the registrar under provisions of Part 15 that have been applied to LLPs.]

(6) This section does not apply where the court has other, specific, powers to deal with the matter, for example under—

F42(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)section [F43859M (rectification of register)].

1097.    Powers of court on ordering removal of material from the register

(1) Where the court makes an order for the removal of anything from the register under section 1096 (rectification of the register), it may give directions under this section.

(2) It may direct that any note on the register that is related to the material that is the subject of the court's order shall be removed from the register.

(3) It may direct that its order shall not be available for public inspection as part of the register.

(4) It may direct—

(a)that no note shall be made on the register as a result of its order, or

(b)that any such note shall be restricted to such matters as may be specified by the court.

(5) The court shall not give any direction under this section unless it is satisfied—

(a)that—

(i)the presence on the register of the note or, as the case may be, of an unrestricted note, or

(ii)the availability for public inspection of the court's order,

may cause damage to the LLP, and

(b)that the LLP's interest in non-disclosure outweighs any interest of other persons in disclosure.

[F44[F451097A     Rectification of register relating to LLP registered office

(1) The provisions of regulations 2 to 23 and 25 of the Registered Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/233) apply to LLPs with the modifications set out in paragraphs (2) to (7).

(2) For every reference in those Regulations to “company” substitute “LLP”.

(3) In regulation 2 (interpretation) in the definition of “the 2016 Regulations” after “Regulations 2016” insert “, as applied to LLPs by regulation 67 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, S.I. 2009/1804 prior the day on which regulation 39 of the Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234) comes into force”.

(4) For regulation 16 (suspension of duties about making records available for inspection) substitute—

“Suspension of duties about making records available for inspection

16.—(1) Where the registrar changes the address of an LLP’s registered office address from an address which is not a default address to a default address, the following duties do not apply in relation to the LLP during the suspension period (see paragraphs (2) and (3))—

(a)the duty under any of the following sections of the Act, as they are applied to LLPs, to make LLP records available for public inspection—

(i)section 162 (register of directors);

(ii)section 388 (accounting records);

(iii)section 743 (register of debenture holders);

(iv)sections 859P and 859Q (instruments creating and amending charges);

(b)the duty to display an LLP’s registered name at the LLP’s registered office under regulation 21(1)(a) of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17, “the 2015 Regulations”);

(c)the duty under regulation 25 of the 2015 Regulations to state information about the LLP’s registered office in descriptions of document or communication specified in regulation 25(1);

(d)the duty under regulation 27 of the 2015 Regulations to provide information about an LLP’s registered office on request to those persons the LLP deals with in the course of business.

(2) The “suspension period” means the period of 28 days beginning with the day on which the change referred to in paragraph (1) was made, unless an appeal is brought within that period.

(3) If an appeal is brought within that period, the “suspension period” is whichever of the following ends later—

(a)the period mentioned in paragraph (2), and

(b)the period beginning with the day on which the change is made and ending with—

(i)the end of the period of 7 days beginning with the day on which the appeal is finally determined,

(ii)the end of the period of 7 days beginning with the day on which a new address is registered at the direction of the court, or

(iii)the day on which the appeal is withdrawn.”.

(5) In regulation 21 (offence of failure to comply with regulation 20)—

(a)in paragraph (1)(b), for “officer” substitute “designated member”;

(b)omit paragraph (2).

(6) In regulation 22(5)(a) (striking off a company that fails to comply with regulation 20) omit “director, managing officer and”.

(7) For paragraph (1) of regulation 23 (restoration of struck-off company) substitute—

“(1) Sections 1024 to 1028 of the Act apply in relation to an LLP struck off under regulation 22 as they apply to an LLP struck off under section 1000 of the Act subject to the modification in paragraph (2).”.

(8) On an appeal under regulation 13 or 14, the court must direct the registrar to register such address as the registered office of the LLP as the court considers appropriate in all the circumstances of the case.]

1097B.     [F46Rectification of register relating to LLP relevant persons' service addresses

(1) Regulations 2 to 19 of the Service Address (Rectification of Register) Regulations 2024 (S.I. 2024/235) apply to LLPs with the modifications set out in paragraphs (2) to (5).

(2) For every reference in those Regulations to “company” substitute “LLP”.

(3) In those Regulations—

(a)“registered service address” means, in relation to a relevant person), the address for the time being shown in the register as the person’s current service address;

(b)“relevant person” means—

(i)a member of an LLP that is not an overseas LLP (within the meaning of section 1051(3) (trading disclosures)), or

(ii)a registrable person or registrable relevant legal entity in relation to an LLP (within the meanings given by section 790C (key terms)); and

(c)“firm” has the meaning given by section 1173 (minor definitions: general).

(4) In regulation 6 (notice that registrar intends to change address to default address), for paragraph (4) substitute—

“(4) In paragraph (2)(a) “the applicable notice requirement” means (as applicable) section 9 of the Limited Liability Partnerships Act 2000, or sections 167D or 790ZA of the 2006 Act.”.

(5) In regulation 19 (offence for failure to comply with regulation 18)—

(a)in paragraph (1)(b) for “officer” substitute “designated member”;

(b)omit paragraph (2).

(6) On an appeal under regulation 13 or 14 of those Regulations, the court must direct the registrar to register such an address as the relevant person’s service address as the court considers appropriate in all the circumstances of the case.]

1097C.     [F47Rectification of register relating to LLP relevant persons’ principal office addresses

(1) Regulations 2 to 19 of the Principal Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/236) apply to LLPs with the modifications set out in paragraphs (3) to (5).

(2) For every reference in those Regulations to “company” substitute “LLP”.

(3) In those Regulations—

(a)“address registered as the principal office” means, in relation to a relevant person), the address for the time being shown in the register as the relevant person’s current principal office;

(b)“relevant person” means—

(i)a member of an LLP that is not an overseas LLP (within the meaning of section 1051(3) (trading disclosures)),

(ii)a registrable relevant legal entity in relation to an LLP (within the meaning given by section 790C (key terms)), or

(iii)a registrable person in relation to an LLP (within the meaning given by section 790C (key terms)) who falls within section 790C(12) so applied; and

(c)“firm” has the meaning given by section 1173 (minor definitions: general).

(4) In regulation 6 (notice that registrar intends to change address to default address), for paragraph (4) substitute—

“(4) In paragraph (2)(a) “the applicable notice requirement” means (as applicable) section 9 of the Limited Liability Partnerships Act 2000, or sections 167D or 790ZA of the 2006 Act.”.

(5) In regulation 19 (offence for failure to comply with regulation 18)—

(a)in paragraph (1)(b) for “officer” substitute “designated member”;

(b)omit paragraph (2).

(6) On an appeal under regulation 13 or 14, the court must direct the registrar to register such an address as the relevant person’s service address as the court considers appropriate in all the circumstances of the case.]

1098.    Public notice of removal of certain material from the register

(1) The registrar must cause to be published—

(a)in the Gazette, or

(b)in accordance with section 1116 (alternative means of giving public notice),

notice of the removal from the register of any document specified in section 1078 or of any material derived from such a document.

(2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt.”.]

Textual Amendments

Language requirements: translationU.K.

68.  Sections 1103 to 1107 apply to LLPs, modified so that they read as follows—

“1103.    Documents to be drawn up and delivered in English

(1) The general rule is that all documents required to be delivered to the registrar must be drawn up and delivered in English.

(2) This is subject to—

1104.    Documents relating to Welsh LLPs

(1) Documents relating to a Welsh LLP may be drawn up and delivered to the registrar in Welsh.

(2) On delivery to the registrar any such document must be accompanied by a certified translation into English, unless they are—

(a)annual accounts and auditors' reports required to be delivered to the registrar under Part 15,

(b)revised accounts, and any auditor's report on such revised accounts, required to be delivered to the registrar by the Companies (Revision of Defective Accounts and Reports) Regulations 2008 (S.I. 2008/373), or

(c)in a form prescribed in Welsh (or partly in Welsh and partly in English) by virtue of section 26 of the Welsh Language Act 1993 (c. 38),

[F48(d)documents to be delivered to the registrar under sections 394A(2)(e), 448A(2)(e) and 479A(2)(e) (qualifying subsidiaries: conditions for exemptions from the audit, preparation and filing of individual accounts).]

(3) Where a document is properly delivered to the registrar in Welsh without a certified translation into English, the registrar must obtain such a translation if the document is to be available for public inspection. The translation is treated as if delivered to the registrar in accordance with the same provision as the original.

(4) A Welsh LLP may deliver to the registrar a certified translation into Welsh of any document in English that relates to the LLP and is or has been delivered to the registrar.

(5) Section 1105 (which requires certified translations into English of documents delivered to the registrar in another language) does not apply to a document relating to a Welsh LLP that is drawn up and delivered in Welsh.

1105.    Documents that may be drawn up and delivered in other languages

(1) Documents to which this section applies may be drawn up and delivered to the registrar in a language other than English, but when delivered to the registrar they must be accompanied by a certified translation into English.

(2) This section applies to—

(a)documents required to be delivered under section 400(2)(e) or section 401(2)(f) (LLP included in accounts of larger group: required to deliver copy of group accounts);

(b)[F49certified copies] delivered under Part 25 (LLP charges);

(c)any order made by a competent court in the United Kingdom or elsewhere,

[F50(d)copies of the consolidated accounts, the auditor’s report and the consolidated annual report to be delivered to the registrar under sections 394A(2)(e), 448A(2)(e) and 479A(2)(e) (qualifying subsidiaries: conditions for exemption from the audit, preparation and filing of individual accounts).]

1106.    Voluntary filing of translations

(1) An LLP may deliver to the registrar one or more certified translations of any document relating to the LLP that is or has been delivered to the registrar.

(2) The facility described in subsection (1) is available in relation to—

(a)all the official languages of the European Union, and

(b)all the documents specified by section 1078.

(3) The power of the registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the translation in a form and manner enabling it to be associated with the original.

(4) This section does not apply where the original document was delivered to the registrar before this section came into force.

1107.    Certified translations

(1) In this Part a “certified translation” means a translation certified to be a correct translation.

(2) In the case of any discrepancy between the original language version of a document and a certified translation—

(a)the LLP may not rely on the translation as against a third party, but

(b)a third party may rely on the translation unless the LLP shows that the third party had knowledge of the original.

(3) A “third party” means a person other than the LLP or the registrar.”.

Textual Amendments

F48Words in reg. 68 inserted (with effect in relation to accounts for financial years ending on or after 1.10.2012) by The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012 (S.I. 2012/2301), regs. 1, 22(3)(a) (with reg. 2)

F50Words in reg. 68 inserted (with effect in relation to accounts for financial years ending on or after 1.10.2012) by The Companies and Limited Liability Partnerships (Accounts and Audit Exemptions and Change of Accounting Framework) Regulations 2012 (S.I. 2012/2301), regs. 1, 22(3)(b) (with reg. 2)

Supplementary provisionsU.K.

69.  Sections [F511112, 1112A and 1113] apply to LLPs, modified so that they read as follows—

[F52“False statements: basic offence

1112.—(1) It is an offence for a person knowingly or recklessly—

(a)to deliver or cause to be delivered to the registrar, for any purpose of this Act or the Limited Liability Partnerships Act 2000 (c. 12), a document, or

(b)to make to the registrar, for any such purpose, a statement,

that is misleading, false or deceptive in a material particular.

(2) 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).]

[F53False statements: aggravated offence

1112A.—(1) It is an offence for a person knowingly to—

(a)deliver or cause to be delivered to the registrar, for any relevant purpose, a document that is misleading, false or deceptive in a material particular, or

(b)make to the registrar, for any relevant purpose, a statement that is misleading, false or deceptive in a material particular.

(2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.

(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, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);

(ii)in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);

(iii)in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).

(4) In this section “relevant purpose” has the meaning given in section 1112(4).]

Enforcement of LLP's filing obligations

1113.—(1) This section applies where an LLP has made default in complying with any obligation under this Act or the Limited Liability Partnerships Act 2000 (c. 12)—

(a)to deliver a document to the registrar, or

(b)to give notice to the registrar of any matter.

(2) The registrar, or any member or creditor of the LLP, may give notice to the LLP requiring it to comply with the obligation.

(3) If the LLP fails to make good the default within 14 days after service of the notice, the registrar, or any member or creditor of the LLP, may apply to the court for an order directing the LLP, and any specified member of it, to make good the default within a specified time.

(4) The court's order may provide that all costs (in Scotland, expenses) of or incidental to the application are to be borne by the LLP or by any members of it responsible for the default.

(5) This section does not affect the operation of any enactment making it an offence, or imposing a civil penalty, for the default.”.

Textual Amendments