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

PART 2 OTHER CONSEQUENTIAL AMENDMENTS AND REVOCATIONS

General

12.—(1) In any enactment relating to LLPs—

(a) “the registrar” has the meaning given by section 18 of the Limited Liability Partnerships Act 2000,

(b) “the register” means the records kept by the registrar relating to LLPs, and

(c) references to registration in a particular part of the United Kingdom are to registration by the registrar for that part of the United Kingdom.

(2) In sub-paragraph (1) “enactment” includes—

(a) an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978(1),

(b) an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament,

(c) an enactment contained in, or in an instrument made under, Northern Ireland legislation, and

(d) an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales.

Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090)

13.—(1) The Limited Liability Partnerships Regulations 2001 are amended as follows.

(2) After regulation 2 insert—

“Application of provisions

2A.— (1) The provisions of these Regulations applying—

(a) the Company Directors Disqualification Act 1986(2), or

(b) provisions of the Insolvency Act 1986(3),

have effect only in relation to limited liability partnerships registered in Great Britain.

(2) The other provisions of these Regulations have effect in relation to limited liability partnerships registered in any part of the United Kingdom.”.

(3) In regulation 4 (application of companies legislation to LLPs)—

(a) in the heading for “the remainder of the provisions” substitute “certain provisions”; and

(b) in paragraph (1)—

(i) omit sub-paragraphs (b), (e) and (f),

(ii) for sub-paragraph (d) substitute—

“(d) references in a provision of the 1985 Act to—

(i) other provisions of that Act, or

(ii) provisions of the Companies Act 2006,

shall include references to those provisions as they apply to limited liability partnerships.”.

(4) In regulation 10(1)(c) omit “the Business Names Act 1985 and”.

(5) In Part 1 of Schedule 2 (application of provisions of the Companies Act 1985)—

(a) omit all the existing entries except, subject to sub-paragraph (b), those relating to provisions of Part 14 of that Act (investigations etc);

(b) omit the entry relating to section 438 (power to bring civil proceedings)(4) (this does not affect proceedings brought under section 438 as applied to LLPs before 1st October 2009);

(c) at the appropriate place insert—

“section 446A (general powers to give directions)

section 446B (direction to terminate investigation)

section 446C (resignation and revocation of appointment)

section 446D (appointment of replacement inspectors)

section 446E (obtaining information from former inspectors etc)”;

(d) for the entry relating to section 451A(1) (disclosure of information by Secretary of State or inspector)(5) substitute “In subsection (1), for the words “sections 434 to 446E” substitute “sections 434 to 441 and 446E””; and

(e) for the entry relating to section 452(1) (privileged information)(6) substitute “In subsection (1), for the words “sections 431 to 446E” substitute “sections 431 to 441 and 446E””.

(6) In Schedule 5 (general and consequential amendments), omit paragraphs 9 to 11.

(7) In Schedule 6 (application of subordinate legislation)—

(a) in the list in Part 1 (regulations made under the Companies Act 1985), omit the entries relating to—

(i) the Companies (Inspection and Copying of Registers, Indices and Documents) Regulations 1991, and

(ii) the Companies (Registers and other Records) Regulations 1985; and

(b) in the list in Part 3 (regulations made under other legislation), omit the entry relating to the Company and Business Names Regulations 1981.

Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307)

14.—(1) The Limited Liability Partnerships Regulations (Northern Ireland) 2004 are amended as follows.

(2) In regulation 2 (interpretation), omit the definitions of “the 1986 Order”, “the 2000 Act” and “the principal Act”.

(3) After that regulation insert—

“Application of provisions

2A.— (1) The provisions of these Regulations applying—

(a) the Company Directors Disqualification (Northern Ireland) Order 2002, or

(b) provisions of the Insolvency (Northern Ireland) Order 1989,

have effect only in relation to limited liability partnerships registered in Northern Ireland.

(2) The other provisions of these Regulations have effect in relation to limited liability partnerships registered in any part of the United Kingdom.”.

(4) In regulation 4 omit—

(a) paragraph (1) (application of provisions of Companies (Northern Ireland) Order 1986), and

(b) in the heading, the words “of the remainder of the provisions of the 1986 Order and”.

(5) Omit regulations 6 to 8 (which are superseded by corresponding provisions of the Limited Liability Partnerships Regulations 2001 having effect throughout the United Kingdom).

(6) In regulation 10(1) (application of subordinate legislation)—

(a) omit sub-paragraph (a), and

(b) in sub-paragraph (c) omit “the Business Names (Northern Ireland) Order 1986 and”.

(7) In Schedule 2, omit Part 1 (application of provisions of Companies (Northern Ireland) Order 1986).

(8) In Schedule 4 (general and consequential amendments) omit paragraphs 9 to 11.

(9) In Schedule 5 (application of subordinate legislation)—

(a) omit Part 1 of Schedule 5 (application of subordinate legislation relating to companies); and

(b) in the list in Part 3 (application of other subordinate legislation), omit the entry relating to the Company and Business Names Regulations (Northern Ireland) 1984.

Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911)

15.—(1) The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 are amended as follows.

(2) In regulation 3(1) (interpretation), in the definition of “LLP” for “formed under the Limited Liability Partnerships Act 2000 or the Limited Liability Partnerships Act (Northern Ireland) 2002” substitute “registered under the Limited Liability Partnerships Act 2000”.

(3) In regulation 32, in the text of section 474(1) of the Companies Act 2006 as applied to LLPs, in the definition of “LLP” for “formed and registered under the Limited Liability Partnerships Act 2000 or the Limited Liability Partnerships Act (N.I.) 2002” substitute “registered under the Limited Liability Partnerships Act 2000”.

(4) In regulations 49, 50, 51, 54, 55, 56 and 57, after “apply to LLPs” insert “for the purposes of these Regulations”.

(5) In regulation 55, in the text of section 1173(1) of the Companies Act 2006 as applied to LLPs, at the appropriate place insert—

““firm” means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;”.

16.—(1) In the provisions of the Companies Act 2006 listed in sub-paragraph (2), as applied to LLPs by regulations 6, 24 and 40 of the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008—

(a) in sub-paragraph (i), after “in England and Wales” insert “or Scotland”, and

(b) in sub-paragraph (ii), omit “Scotland or”.

(2) The provisions are sections 387(3)(b), 389(4)(b), 458(5)(b), 460(5)(b) and 501(2)(b) (which relate to penalties on summary conviction of an offence).

Other revocations

17.  The following are revoked—

(a) the Limited Liability Partnerships (No. 2) Regulations 2002(7);

(b) the Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002(8).

(1)

1978 c. 30.

(2)

1986 c. 46.

(3)

1986 c. 45.

(4)

Section 438 was repealed by section 1176(1) of the Companies Act 2006 (c. 46).

(5)

Section 451A(1) was amended by section 1037(2) of the Companies Act 2006.

(6)

Section 452(1) was amended by section 1037(3) of the Companies Act 2006.

(7)

S.I. 2002/913.

(8)

S.I. 2002/915.