The Limited Liability Partnerships (Amendment etc.) Regulations 2021

Regulation 4

SCHEDULE 2 AMENDMENTS TO SCHEDULE 3 TO THE 2004 REGULATIONS

1.  Schedule 3 to the 2004 Regulations is amended as follows.

2.  After the entry relating to Article 13 insert—

“Article 13B (obtaining a moratorium by filing documents at High Court)(1)
paragraph (1)	Omit sub-paragraph (b) and the “and” preceding it.
paragraph (2)	For “directors” substitute “designated members”.
Article 13BA (obtaining a moratorium for company subject to winding-up petition)
paragraph (2)	For “directors” substitute “designated members”.
Article 13BB (obtaining a moratorium for other overseas companies)	Omit.
Article 13BC (the relevant documents)
paragraph (1)	In sub-paragraph (a) for “directors wish” substitute “limited liability partnership wishes”.
	In sub-paragraph (d) for “directors” substitute “designated members”.
Article 13BD (beginning of moratorium and appointment of monitor)
paragraph (1)	Omit sub-paragraph (c).
Article 13BE (obligations to notify where moratorium comes into force)
paragraph (1)	For “directors” substitute “designated members”.
paragraph (4)	For “directors” substitute “designated members”, and for “director” substitute “designated member”.
Article 13CA (extension by directors without creditor consent)
paragraph (1)	In the words before sub-paragraph (a) for “directors” substitute “designated members”.
	In sub-paragraph (a) for “directors wish” substitute “limited liability partnership wishes”.
	In sub-paragraph (b) for “directors” substitute “designated members”.
	In sub-paragraph (c) for “directors” substitute “designated members”.
Article 13CB (extension by directors with creditor consent)
paragraph (1)	In the words before sub-paragraph (a) for “directors” substitute “designated members”.
	In sub-paragraph (a) for “directors wish” substitute “limited liability partnership wishes”.
	In sub-paragraph (b) for “directors” substitute “designated members”.
	In sub-paragraph (c) for “directors” substitute “designated members”.
	In sub-paragraph (e) for “directors” substitute “designated members”.
Article 13CD (extension by High Court on application of directors)
paragraph (1)	For “directors” substitute “designated members”.
paragraph (2)	In sub-paragraph (a) for “directors” substitute “designated members”.
	In sub-paragraph (b) for “directors” substitute “designated members”.
	In sub-paragraph (c) for “directors” substitute “designated members”.
Article 13CE (extension while proposal for CVA pending)
paragraph (1)	In sub-paragraph (a) for “directors make” substitute “limited liability partnership makes”.
paragraph (3)	In sub-paragraph (a) for “company and its creditors both” substitute “creditors of the limited liability partnership”.
	Omit sub-paragraph (b).
Article 13CH (obligations to notify change in end of moratorium)
paragraph (1)	For “directors of a company” substitute “designated members of a limited liability partnership”.
	In the table, for the heading of the third column substitute “the designated members must”.
paragraph (6)	For “directors” substitute “designated members”, and for “director” substitute “designated member”.
Article 13DB (restrictions on insolvency proceedings etc)
paragraph (1)	In sub-paragraph (a) for “directors” substitute “limited liability partnership”.
	Omit sub-paragraphs (b) and (c).
	In sub-paragraph (d) for “directors” substitute “limited liability partnership”.
	In sub-paragraph (e) for “directors” substitute “limited liability partnership”.
	In sub-paragraph (f) omit “or 23(1)”.
	In sub-paragraph (g) omit “or 23(1)”.
Article 13DF (duty of directors to notify monitor of insolvency proceedings etc)
paragraph (1)	For “directors of a company must notify the monitor before taking” substitute “designated members of a limited liability partnership must notify the monitor before the limited liability partnership takes”.
	In sub-paragraph (c) substitute “23” for “23(2)”.
paragraph (2)	Omit.
paragraph (3)	Omit “or (2)”.
paragraph (4)	For paragraph (4) substitute— “(4) If the designated members fail to comply with paragraph (1), any designated member who did not have a reasonable excuse for the failure commits an offence.”
Article 13DM (disposal of charged property free from charge)
paragraph (7)	For “directors” substitute “designated members”.
paragraph (8)	For “directors” substitute “designated members”, and for “director” substitute “designated member”.
Article 13DN (disposal of hire-purchase property)
paragraph (5)	For “directors” substitute “designated members”.
paragraph (6)	For “directors” substitute “designated members”, and for “director” substitute “designated member”.
Article 13EB (provision of information to monitor)
paragraph (1)	For “directors of the company” substitute “designated members”.
paragraph (2)	For “directors” substitute “designated members”.
Article 13ED (termination of moratorium by monitor)
paragraph (1)	In sub-paragraph (c) for “directors” substitute “designated members”.
Article 13EE (replacement of monitor or appointment of additional monitor)
paragraph (3)	For “directors” substitute “designated members”.
Article 13F (challenge to monitor’s actions)
paragraph (2)	In sub-paragraph (a) omit “, director”.
Article 13FB (challenge to directors’ actions)
paragraph (1)	In the text before sub-paragraph (a) omit “or member”. In paragraph (a), omit “or members” in both places where it appears.
Article 13H (regulated companies: modifications to this Part)
paragraph (4)	For “directors” substitute “designated members”.
paragraph (5)	For “directors” substitute “designated members”, and for “director” substitute “designated member”.”.

3.  Omit the entry relating to Article 14A(2).

4.  In the entries relating to modifications to Articles 15 to 20 where a proposal under Article 14 has been made by a limited liability partnership, in the entry relating to Article 15 (procedure where the nominee is not the liquidator or the administrator)(3), omit the entry relating to paragraph (1).

5.  In the entry relating to Article 102 (circumstances in which company may be wound up by the court)(4), in the text of that Article as applied to limited liability partnerships, omit paragraph (e).

6.  In the entry relating to Article 104 (application for winding up)(5) omit the entry relating to paragraph (4A).

7.  After the entry relating to Article 147 insert—

“Article 148A (moratorium debts etc: priority)(6)
paragraph (9)	For sub-paragraph (b) substitute— “(b) the limited liability partnership determines that it is to be wound up voluntarily.”.”.

8.  After the entry relating to Article 182 insert—

“Article 197B (protection of supplies of goods and services)(7)
paragraph (8)(e)	In paragraph (i) for “general meeting of the company” substitute “meeting of the members of the limited liability partnership”.
	In paragraph (ii) for “general meeting of the company” substitute “meeting of the members of the limited liability partnership”.”.

9.  Omit the entry relating to Schedule A1(8) and all the entries relating to paragraphs of that Schedule.

10.  In the entry relating to Schedule B1, after the entry relating to paragraph 43 insert—

“Paragraph 61A(9)
sub-paragraph (3)(b)	For “a company connected with the company.” substitute “a company or limited liability partnership connected with the limited liability partnership.”.”.

11.  In the entry relating to Schedule 7 (punishment of offences under this Act)(10)—

(a) before the entry relating to Article 19A(1) insert—

“Article 13BE(4)	In the entry relating to Article 13BE(4), for “Directors” substitute “Designated members”.
Article 13CH(6)	In the entry relating to Article 13CH(6), for “Directors” substitute “Designated members”.
Article 13DF(4)	In the entry relating to Article 13DF(4), for “Directors” substitute “Designated members”.
Article 13DM(8)	In the entry relating to Article 13DM(8), for “Directors” substitute “Designated members”.
Article 13DN(6)	In the entry relating to Article 13DN(6), for “Directors” substitute “Designated members”.
Article 13H(5)	In the entry relating to Article 13H(5), for “Directors” substitute “Designated members”.”;

(b) omit the entry relating to Schedule A1 and the relevant paragraphs of that Schedule.

(1)

Part 1A was inserted by section 4 of the 2020 Act.

(2)

Article 14A was repealed by section 5 of, and paragraph 6 of Schedule 7 to, the 2020 Act.

(3)

Article 15 was amended by section 5 of, and paragraph 7 of Schedule 7 to, the 2020 Act.

(4)

Article 102 was amended by section 5 of, and paragraph 14 of Schedule 7 to, the 2020 Act.

(5)

Article 104 was amended by section 5 of, and paragraph 15 of Schedule 7 to, the 2020 Act.

(6)

Article 148A was inserted by section 5 of, and paragraph 17 of Schedule 7 to, the 2020 Act.

(7)

Article 197B was inserted by section 18 of the 2020 Act.

(8)

Schedule A1 was repealed by section 5 of, and paragraph 26 of Schedule 7 to, the 2020 Act.

(9)

Paragraph 61A was inserted by section 9 of the 2020 Act.

(10)

Schedule 7 was amended by section 5 of, and paragraph 29 of Schedule 7 to, the 2020 Act.