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

Transfer of debentures U.K.

25.  Sections 770 and 771 apply to LLPs, modified so that they read as follows—

“Registration of transfer

770.— (1) An LLP may not register a transfer of debentures of the LLP unless—

(a) a proper instrument of transfer has been delivered to it, or

(b) the transfer is an exempt transfer within the Stock Transfer Act 1982 (c. 41).

(2) Subsection (1) does not affect any power of the LLP to register as debenture holder a person to whom the right to any debentures of the LLP has been transmitted by operation of law.

Procedure on transfer being lodged

771.— (1) When a transfer of debentures of an LLP has been lodged with the LLP, the LLP must either—

(a) register the transfer, or

(b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal,

as soon as practicable and in any event within two months after the date on which the transfer is lodged with it.

(2) If the LLP refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request. This does not include copies of minutes of meetings of members.

(3) If an LLP fails to comply with this section, 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 this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5) This section does not apply in relation to the transmission of debentures by operation of law.”.