The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016

Citation and commencement

1.  These Regulations may be cited as the Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016 and come into force on 30th June 2016.

Interpretation

2.  In these Regulations—

“the Act” means the Companies Act 2006;

“the 2009 Regulations” means the Limited Liability Partnerships (Application of the Companies Act 2006) Regulations 2009(1);

“annual return” means a return described in section 854 of the Act;

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

“registrar” has the meaning given in section 1060 of the Act; and

“return date” has the meaning given in section 854(2) of the Act.

Amendments to the 2009 Regulations

3.—(1) Subject to paragraphs (2) to (4), Schedule 1 (which contains amendments to the 2009 Regulations) has effect.

(2) The substitution made by paragraph 5 of Schedule 1 does not have effect in relation to annual returns required by section 854 of the Act to be made up to a return date before 30th June 2016.

(3) In relation to an LLP that was incorporated on 30th June 2015, section 853A(5)(a)(2) of the Act has effect as if it read—

“(a) the period of 12 months beginning with the day after the LLP’s incorporation;”

(4) Any reference in section 853A of the Act, as applied to LLPs with modifications by paragraph 5 of Schedule 1, to a review period is to be read as including the period of 12 months beginning with the day after the LLP’s last return date.

Amendments to the Unregistered Companies Regulations 2009

4.—(1) Subject to paragraphs (2) to (5), Schedule 2 (which contains amendments to the Unregistered Companies Regulations 2009(3)) has effect.

(2) The substitution made by paragraph 2 of Schedule 2 does not have effect in relation to an annual return of an unregistered company which is required by section 854 of the Act to be made up to a return date before 30th June 2016.

(3) Where an annual return of the kind described in paragraph (2) of this regulation is delivered to the registrar on or after 30th June 2016, section 856(2) of the Act (contents of annual return: information about shares and share capital)(4) has effect as if it read—

“(2) The statement of capital must state with respect to the unregistered company’s share capital at the return date—

(a) the total number of shares in the unregistered company,

(b) the aggregate nominal value of those shares,

(c) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

(d) for each class of shares—

(i) the prescribed particulars of the rights attached to the shares,

(ii) the total number of shares of that class, and

(iii) the aggregate nominal value of shares of that class.”

(4) In relation to an unregistered company that was incorporated on 30th June 2015, section 853A(5)(a) of the Act has effect as if it read—

“(a) the period of 12 months beginning with the day after the unregistered company’s incorporation;”

(5) Any reference in section 853A of the Act, as applied to unregistered companies by paragraph 2 of Schedule 2, to a review period is to be read as including the period of 12 months beginning with the day after the unregistered company’s last return date.

Consequential Amendments

5.  Schedule 3 (which contains consequential amendments) has effect.

Classification scheme for company type

6.  The classification scheme set out in the table in Schedule 4 is prescribed for the purposes of section 9(5A) (registration documents) of the Act.

Classification system for company’s principal business activities

7.—(1) The Standard Industrial Classification 2007 is prescribed for the purposes of section 9(5B) and section 853C(3) of the Act, with the addition of the codes and designations in the table in Schedule 5, where the code set out in column 1 of the table represents the designation opposite it in column 2 of the table.

(2) In paragraph (1), “Standard Industrial Classification 2007” means the UK Standard Industrial Classification of Economic Activities 2007, prepared by the Office for National Statistics and published by Palgrave MacMillan with the permission of the Office of Public Sector Information (OPSI) with ISBN number 978-0-230-21012-7.

Review

8.—(1) The Secretary of the State must from time to time—

(a) carry out a review of these Regulations;

(b) set out the conclusions of the review in a report; and

(c) publish the report.

(2) The report must in particular—

(a) set out the objectives intended to be achieved by the regulatory system established by these Regulations;

(b) assess the extent to which those objectives have been achieved; and

(c) assess whether those objectives remain appropriate and, if so, the extent to which they could be achieved in another way that imposed less regulation.

(3) The first report under this regulation must be published before the end of the period of 5 years beginning with the day on which these Regulations come into force.

(4) Reports under this regulation are afterwards to be published at intervals not exceeding 5 years.

Neville-Rolfe

Parliamentary Under Secretary of State for Business, Innovation and Skills

Department for Business, Innovation and Skills

6th June 2016