The Limited Liability Partnerships (Application of Company Law) Regulations 2024

Chapter 5 AN LLP’S ANNUAL RETURN

Confirmation statements and confirmation of lawful purposes

21.—(1) Regulation 30 (duty to deliver confirmation statements and notify relevant events) is amended as follows.

(2) For “Sections 853A and 853B” substitute “Sections 853A to 853BA”.

(3) For paragraph (b) of section 853A(1) of the 2006 Act(1), as applied to LLPs by that regulation, substitute—

“(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), and

(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.”.

(4) For subsections (7) and (8) of section 853A of the 2006 Act, as applied to LLPs by that regulation, substitute—

“(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.”.

(5) In section 853B of the 2006 Act(2), as applied to LLPs by that regulation, omit paragraph (a).

(6) After section 853B of the 2006 Act, as applied to LLPs by that regulation, insert—

“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.”.

Duty to notify a change in registered office and email address

22.  After regulation 30 (duty to deliver confirmation statements and notify relevant events) insert—

“Duty to notify a change in registered office and email address

30A.   Sections 853CA and 853CB apply to LLPs, modified so that they read as follows—

“853CA.    Duty to notify a change in registered office

(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.

853CB.    Duty to notify a change in registered email address

(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.””.

Failure to deliver confirmation statement

23.—(1) Regulation 31ZA (failure to deliver confirmation statement) is amended as follows.

(2) In section 853L of the 2006 Act (failure to deliver confirmation statement), as applied to LLPs by that regulation—

(a) in subsection (1), at the end of paragraph (b) insert “who is in default”;

(b) omit subsection (4).

(1)

Section 853A of the 2006 Act was amended by section 59 of the Economic Crime and Corporate Transparency Act 2023 (“the 2023 Act”).

(2)

Section 853B of the 2006 Act was amended by the 2023 Act. Relevant amendments were made by section 28(5).