SCHEDULE 1MODIFICATIONS TO PROVISIONS OF PART VIII OF THE 1986 ORDER APPLIED BY THESE REGULATIONS
Provision of Part VIII | Modification |
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Article 230 (where and for how long accounting records to be kept)10 | |
Paragraph (5) | In sub-paragraph (a), omit the words “in the case of a private company,” and the word “and”. Omit sub-paragraph (b). |
Article 232 (accounting reference periods and accounting reference date)11 | |
Paragraphs (2) and (3) | Omit paragraphs (2) and (3). |
Paragraph (3A) | Omit the words “incorporated on or after 22nd August 1997”. |
Article 233 (alteration of accounting reference date)12 | |
Paragraph (5) | For the words “laying and delivering accounts and reports” substitute “delivering the accounts and the auditors' report”. |
Article 236 (exemption for parent companies included in accounts of larger group)13 | |
Paragraph (4) | Omit paragraph (4). |
Article 239 (disclosure required in notes to accounts: related undertakings)14 | |
Paragraph (3) | Omit the words from “This paragraph” to the end. |
Article 240 (disclosure required in notes to accounts: emoluments and other benefits of directors and others)15 | Omit Article 240, save that Schedule 6 shall apply for the purpose of paragraph 56A of Schedule 4, as inserted by this Schedule. |
Article 241 (approval and signing of accounts)16 | |
Paragraph (1) | For paragraph (1) substitute –
|
Paragraph (3) | Omit the words from “laid before” to “otherwise”, and for the words “the board” substitute “the members of the limited liability partnership”. |
Paragraph (4) | For the words “the board by a director of the company” substitute “the members by a designated member”. |
Paragraph (6) | In sub-paragraph (a), omit the words “laid before the company, or otherwise”. |
Articles 242 (duty to prepare directors' report)17 and 242A (approval and signing of directors' report)18 | Omit Articles 242 and 242A. |
Article 243 (auditors' report)19 | |
Paragraph (1) | For paragraph (1) substitute –
|
Paragraph (3) | Omit paragraph (3). |
Article 244 (signature of auditors' report)20 | |
Paragraph (2) | For paragraph (2) substitute –
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Paragraph (4) | In sub-paragraph (a), omit the words “laid before the company, or otherwise”. |
Article 245 (duties of auditors)21 | |
Paragraph (4) | Omit paragraph (4). |
Article 246 (persons entitled to receive copies of accounts and report)22 | |
Paragraph (1) | For paragraph (1) substitute –
|
Paragraph (2) |
|
Paragraphs (3) and (4) | Omit paragraphs (3) and (4). |
Paragraph (4A) | Omit the words “, of the directors' report”. |
Paragraphs (4C) to (4E) | Omit paragraphs (4C) to (4E). |
Article 247 (right to demand copies of accounts and report)23 | |
Paragraph (1) | Omit the words “and directors' report”. |
Paragraph (2B) | Omit paragraph (2B). |
Article 248 (requirements in connection with publication of accounts)24 | |
Paragraph (1) | Omit the words from “or, as the case may be,” to the end. |
Paragraph (3) |
|
Article 249 (accounts and report to be laid before general meeting)25 | Omit Article 249. |
Article 250 (accounts and report to be delivered to the registrar)26 | |
Paragraph (1) |
|
Paragraph (2) |
|
Paragraph (3) | For the words “the directors” in each place where they occur substitute the words “the designated members”. |
Paragraph (4) | For the words “laying and delivering accounts and reports”, substitute “delivering the accounts and the auditors' report”. |
Article 250A (civil penalty for failure to deliver accounts)27 | |
Paragraph (1) |
|
Paragraph (2) |
|
Article 250B (delivery and publications of accounts in euros)28 | |
Paragraph (2) | For the words “the directors of a company” substitute “the designated members of a limited liability partnership”. |
Article 251 (accounts of subsidiary undertakings to be appended in certain cases)29 | |
Paragraph (4) | For the words “the directors” substitute “the designated members”. |
Article 252 (period allowed for delivering accounts and report)30 | |
Paragraph (1) | For paragraph (1), substitute the following –
|
Paragraph (2) | In sub-paragraph (a), omit the words “or 7 months, as the case may be,”. |
Paragraph (3) |
|
Paragraph (4) | For the words “laying and delivering accounts” substitute “delivering the accounts and the auditors' report”. |
Article 253 (voluntary revision of accounts)31 | |
Paragraph (1) | Omit the words “, or any directors' report,” and the words “or a revised report”. |
Paragraph (2) |
|
Paragraph (3) | Omit the words “or a revised directors' report”. |
Paragraph (4) |
|
Article 253A (Department’s notice in respect of annual accounts)32 | |
Paragraph (1) | For the words from “copies of” to “general meeting or” substitute “a copy of a limited liability partnership’s annual accounts has been”. |
Article 253B (application to court in respect of defective accounts)33 | |
Paragraph (3) | Omit sub-paragraph (b). |
Article 254 (special provisions for small companies)34 | |
Paragraph (3) | Omit sub-paragraph (a), and sub-paragraph (b) (ii), (iii) and (iv). |
Paragraph (4) | Omit paragraph (4). |
Paragraph (5) |
|
Paragraph (6) | Omit sub-paragraphs (b) and (c). |
Paragraph (8) | Omit sub-paragraph (b) and the words “, in the report” and “, 242A”. |
Article 254A (special provisions for medium-sized companies)35 | |
Paragraph (3) |
|
Article 255 (qualification of company as small or medium-sized)36 | |
Paragraph (5) | In sub-paragraph (a), for the words “items A to D” substitute “items B to D”. |
Article 255A (cases in which special provisions do not apply)37 | |
Paragraph (1) | For sub-paragraph (a), substitute “(a) the limited liability partnership is, or was at any time within the financial year to which the accounts relate, a person (other than a banking limited liability partnership) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on one or more regulated activities;”. |
Article 255B (special auditors' report)38 | |
Paragraph (1) |
|
Article 257A (exemptions from audit)39 | |
Paragraph (2) | Omit paragraph (2). |
Paragraph (3A) | Omit paragraph (3A). |
Paragraph (4) | Omit paragraph (4). |
Paragraph (6) | Omit the words “or gross income”. |
Paragraph (6A) | Omit the words “or (2)”. |
Paragraph (7) | Omit the words from “, and “gross income”” to the end. |
Article 257AA (dormant companies)40 | |
Paragraph (1) | For the words “Article 257B(2) to (5)” substitute “Article 257B(4) and (5)”. |
Paragraph (2) | In sub-paragraph (a), for the words “Article 255A(1)(a)(i) or (b)” substitute “Article 255A(1)(b)”. |
Paragraph (3) | For paragraph (3), substitute the following –
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Paragraph (5) | In sub-paragraph (b), omit the words “(6) or”. |
Paragraph (6) | Omit paragraph (6). |
Paragraph (7) | In sub-paragraph (a), for the words “Article 38 (change of name)” substitute “paragraph 5 of the Schedule to the Limited Liability Partnerships Act (Northern Ireland) 2002”. Omit sub-paragraph (b). |
Article 257B (cases where audit exemption not available)41 | |
Paragraph (1) | Omit the words “or (2)” and sub-paragraphs (a) and (bb). In sub-paragraph (b), after “it was a person” insert “(other than a banking limited liability partnership)”. |
Paragraph (1C) | For sub-paragraph (b), substitute “that the group’s aggregate turnover in that year (calculated in accordance with Article 257) is not more than £5.6 million net (or £6.72 million gross),”. |
Paragraphs (2) and (3) | Omit paragraphs (2) and (3). |
Paragraph (4) |
|
Articles 257C (the report required for the purposes of Article 257A(2))42 and 257D (the reporting accountant)43 | Omit Articles 257C and 257D. |
Article 257E (effect of exemption from audit)44 | |
Paragraph (1) |
|
Paragraph (2) | Omit paragraph (2). |
Article 259 (provision of summary financial statement by listed public companies)45 | Omit Article 259. |
Articles 260 and 261 (private company election to dispense with laying of accounts and reports)46 | Omit Articles 260 and 261. |
Article 262 (exemption for unlimited companies from requirement to deliver accounts and reports)47 | Omit Article 262. |
Article 263 (special provisions for banking and insurance companies)48 | Omit Article 263. |
Article 263A (special provisions for banking and insurance groups)49 | Omit Article 263A. |
Article 263B (modification of disclosure requirements in relation to banking company or group)50 | Omit Article 263B. |
Article 263D (power to apply provisions to banking partnerships)51 | Omit Article 263D. |
Article 265 (power of Department to alter accounting requirements)52 | Omit Article 265. |
Article 268 (participating interests)53 | |
Paragraph (6) | For the words from “, Schedule 8A,” to “Schedule 9A” substitute the words “and Schedule 8A”. |
Article 270 (minor definitions)54 | |
Paragraph (1) |
|
Paragraph (2) | Omit paragraph (2). |
Paragraph (3) | After paragraph (3), insert the following –
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Article 270A (index of defined expressions)55 | In the index of defined expressions –
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Schedule 4 (form and content of company accounts)56 | |
Paragraph 1 | In sub-paragraph (1)(b), for the words “any one of” substitute “either of”. |
Paragraph 357 | In sub-paragraph (2)(b), omit the words “shares or”. Omit sub-paragraph (7)(b) and (c). |
Balance Sheet Format 158 | Omit the following items and the notes on the balance sheet formats which relate to them –
For item K (capital and reserves) substitute –
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Balance Sheet Format 2(c) | Omit the following items and the notes on the balance sheet format which relates to them –
For Liabilities item A (capital and reserves) substitute –
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Notes on the balance sheet formats | |
Note (12) | Substitute the following as Note (12) –
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Profit and loss account formats59 | In Format 1, for item 20 (profit or loss for the financial year) substitute “20. Profit or loss for the financial year before members' remuneration and profit shares”. In Format 2, for item 22 (profit or loss for the financial year) substitute “22. Profit or loss for the financial year before members' remuneration and profit shares”. Omit Profit and Loss Account Formats 3 and 4 and the notes on the profit and loss account formats which relate to them. |
Notes on the profit and loss account formats | |
Note (15) (income from other fixed asset investments: other interest receivable and similar income) | At the end of Note (15), insert the words “Interest receivable from members shall not be included under this item.”. |
Note (16) (interest payable and similar charges) | At the end of Note (16), insert “Interest payable to members shall not be included under this item.”. |
Accounting principles and rules | |
Paragraph 1260 | In sub-paragraph (b), omit the words “on behalf of the board of directors”. |
Paragraph 3461 | Omit sub-paragraphs (3), (3A) and (3B). |
Notes to the accounts | |
Paragraph 37 | For the words “38 to 51” substitute the words “41 to 51(1)”. |
Insertion of new paragraph after paragraph 37 | Insert the following new paragraph after paragraph 37 –
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Paragraphs 38 to 40 | Omit paragraphs 38 to 40. |
Paragraphs 49 and 51(2) | Omit paragraphs 49 and 51(2). |
Paragraph 5662 | Insert the following paragraph after paragraph 56 –
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Paragraph 5863 | Omit sub-paragraph (3)(c). |
Special provisions where the company is an investment company | |
Paragraphs 71 to 73 | Omit paragraphs 71 to 73. |
Schedule 4A (form and content of group accounts)64 | |
Paragraph 165 | Omit sub-paragraph (3). |
Paragraph 10 | Omit sub-paragraph (1)(a) to (c). Omit sub-paragraph (2). |
Paragraph 11 | For sub-paragraph (1), substitute–
Omit sub-paragraphs (5) to (7). |
Paragraph 17 |
|
Paragraph 21 | In sub-paragraph (3), omit heads (c) and (d). |
Schedule 5 (disclosure of information: related undertakings)66 | |
Paragraph 667 | Omit paragraph 6. |
Paragraph 9A68 | Omit paragraph 9A. |
Paragraph 20 | Omit paragraph 20. |
Paragraph 28A69 | Omit paragraph 28A. |
Schedule 8 (form and content of accounts prepared by small companies)70 | |
Paragraph 1 | In sub-paragraph (1)(b), for the words “any one of” substitute “either of”. |
Paragraph 3 | In sub-paragraph (2)(b), omit the words “shares or”. Omit sub-paragraph (7)(b). |
Balance Sheet Format 1 | Omit item A (called-up share capital not paid) and note (1) on the balance sheet format. For item K (capital and reserves) substitute –
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Balance Sheet Format 2 | Omit Assets item A (called-up share capital not paid) and note (1) on the balance sheet format. For Liabilities item A (capital and reserves) substitute –
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Notes on the balance sheet formats | |
Note (4) (Others: Other investments) | Omit Note (4). |
Note (9) | Substitute the following as Note (9) –
|
Profit and loss account formats | In Format 1, for item 20 (profit or loss for the financial year) substitute “20. Profit or loss for the financial year before members' remuneration and profit shares”. In Format 2, for item 22 (profit or loss for the financial year) substitute “22. Profit or loss for the financial year before members' remuneration and profit shares”. Omit Profit and Loss Account Formats 3 and 4 and the notes on the profit and loss account formats which relate to them. |
Notes on the profit and loss account formats | |
Note (12) (income from other fixed asset investments: other interest receivable and similar income) | At the end of Note (12), insert the words “Interest receivable from members shall not be included under this item.”. |
Note (13) (interest payable and similar charges) | At the end of Note (13), insert “Interest payable to members shall not be included under this item.”. |
Accounting principles and rules | |
Paragraph 12 | In sub-paragraph (b), omit the words “on behalf of the board of directors”. |
Paragraph 34 | Omit sub-paragraphs (3), (4) and (5). |
Notes to the accounts | |
Paragraph 37 | For the words “Paragraphs 38 to 47” substitute “Paragraphs 40 to 47”. |
Insertion of new paragraph after paragraph 37 | Insert the following new paragraph after paragraph 37 –
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Paragraphs 38 and 39 | Omit paragraphs 38 and 39. |
Paragraph 45 | Omit paragraph 45. |
Paragraph 51 | Omit sub-paragraph (3)(c). |
Schedule 8A (form and content of abbreviated accounts of small companies delivered to registrar)71 | |
Balance Sheet Format 1 | Omit item A (called-up share capital not paid). For item K (capital and reserves) substitute –
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Balance Sheet Format 2 | Omit Assets item A (called-up share capital not paid). For Liabilities item A (capital and reserves) substitute –
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Notes to the accounts | |
Paragraphs 5 and 6 | Omit paragraphs 5 and 6. |
Paragraph 9 | Omit sub-paragraph (3)(c). |
SCHEDULE 2
PART Imodifications to provisions of the 1986 order applied to limited liability partnerships
Provisions | Modifications |
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Interpretation | |
Article 2(3) (general interpretation)72 | Delete the definitions of expressions not used in provisions which apply to limited liability partnerships and insert the following definitions –
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Article 2A (relationship of this Order to the Insolvency Order)73 | |
In paragraph (1), delete all the references to provisions of the 1986 Order other than the references to Articles 418(5)(a), 453(2) and 676. | |
Article 2A (index of defined expressions)74 | Delete the references to expressions not used in provisions which apply to limited liability partnerships including, in particular, the following expressions: |
allotment (and related expressions) | Article 6 |
annual general meeting | Article 374 |
authorised minimum | Article 128 |
called-up share capital | Article 5(1) |
capital redemption reserve | Article 180(1) |
elective resolution | Article 387A |
employees' share scheme | Article 11 |
existing company | Article 3(1) |
external branch register | Article 370 |
extraordinary general meeting | Article 376 |
extraordinary resolution | Article 386(1) |
former Companies Acts | Article 2(3) |
the Joint Stock Companies Acts | Article 2(3) |
paid up (and related expressions) | Article 6 |
registered office (of a company) | Article 295 |
resolution for reducing share capital | Article 145(3) |
share premium account | Article 140(1) |
share warrant | Article 198 |
special notice (in relation to a resolution) | Article 387 |
special resolution | Article 386(2) |
uncalled share capital | Article 5(2) |
undistributable reserves | Article 272(3) |
unlimited company | Article 12(2) |
unregistered company | Article 667 |
Article 4 (“subsidiary”, “holding company” and “wholly-owned subsidiary”)75 | |
For paragraph (1) there shall be substituted the following:
Insert as paragraph (1A) –
For paragraph (2) substitute:
| |
Article 4A (provisions supplementing Article 4)76 | After paragraph (1) insert a new paragraph (1A) in the following form –
After paragraph (2) insert a new paragraph (2A) in the following form –
In paragraph (7) after the words “Rights attached to shares” insert the words “or to a member’s interest in a limited liability partnership”. In paragraph (8) after the words “held by a company”, in both places where they occur, insert “or a limited liability partnership”. In paragraph (9) after the words “in the interests of a company” insert “or a limited liability partnership” and after the words “that company” in both places where they occur insert “or limited liability partnership”. In paragraph (10) after the words “a company” insert the words “or a limited liability partnership” and after the words “by the company” insert the words “or the limited liability partnership”. In paragraph (12) for the existing words substitute “In this Article “company” includes a body corporate other than a limited liability partnership.”. |
Article 7 (“non-cash asset”) | |
Article 8 (“body corporate” and “corporation”) | |
Article 9 (“director” and “shadow director”)77 | |
Omit paragraph (3). | |
Article 10 (expressions used in connection with accounts)78 | |
Formalities of carrying on business | |
Article 34 (minimum membership for carrying on business)79 | Omit the words “, other than a private company limited by shares or by guarantee,”. |
Article 46 (form of company contracts)80 | |
Article 46A (execution of documents)(d) | |
In paragraph (4), for “a director and the secretary of a company, or by two directors of a company,” substitute “two members of a limited liability partnership”. In paragraph (6), for “a director and the secretary of a company, or by two directors of the company” substitute “two members of a limited liability partnership”. | |
Article 46B (pre-incorporation contracts, deeds and obligations)(d) | |
Article 47 (bills of exchange and promissory notes) | |
Article 48 (execution of deeds abroad)81 | |
Article 49 (power of company to have official seal for use abroad)82 | |
In paragraph (1), omit the words “and whose objects require or comprise the transaction of business in foreign countries may, if authorised by its articles” and before the word “have” insert the word “may”. | |
Article 51 (authentication of documents)83 | For “director, secretary or other authorised officer” substitute “member”. |
Article 52 (events affecting a company’s status) | |
In paragraph (1), for “other persons” substitute “persons other than members of the limited liability partnership”. In paragraph (1)(b) omit the words “or articles”. Omit paragraph (1)(c). | |
Miscellaneous provisions about shares and debentures | |
Article 193 (transfer and registration)84 | |
In paragraph (1), omit the words “shares in or”. For the words “company’s articles” substitute “limited liability partnership agreement”. In paragraph (2), omit the words “shareholder or” together with the words “shares in or”. Omit paragraph (3). Omit paragraph (4). In paragraph (5), omit the words “shares or”. | |
Article 194 (certification of transfers) | |
In paragraph (1), omit the words “shares in, or” together with the words “shares or” wherever they occur. | |
Article 195 (duty of company as to issue | |
of certificates)85 | |
In paragraph (1), omit the word “shares,” in each of the four places that it occurs. Omit paragraph (3). In paragraph (4), omit the words “shares or” together with the word “shares,”. | |
Debentures | |
Article 199 (register of debenture holders) | |
Article 200 (right to inspect register)86 | |
In paragraph (1)(a), for the words “or any holder of shares in the company” substitute “or any member of the limited liability partnership”. In paragraph (2), delete “or holder of shares”. In paragraph (6), delete the words “in the company’s articles or”. | |
Article 201 (liability of trustees of debentures) | |
Article 202 (perpetual debentures) | |
Article 203 (power to re-issue redeemed debentures) | |
In paragraph (1)(a), omit the words “in its articles or”. In paragraph (1)(b), for “passing a resolution” substitute “making a determination”. | |
Article 204 (contract to subscribe for debentures) | |
Article 205 (payment of debts out of assets subject to floating charge)87 | |
Officers and registered office | |
Article 295 (registered office)88 | For Article 295 there shall be substituted:
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Article 296 (register of directors and secretaries)89 | For Article 296 there shall be substituted:
|
Company identification | |
Article 356 (company name to appear outside place of business) | |
Article 357 (company’s name to appear in its correspondence) | |
Article 358 (company seal)90 | |
Article 359 (particulars in correspondence etc.) | |
In paragraph (1) for sub-paragraph (c) substitute the words “in the case of a limited liability partnership, whose name ends with the abbreviation “llp” or “LLP”, the fact that it is a limited liability partnership.”. Also in paragraph (1) omit sub-paragraph (d). Omit paragraph (2). | |
Annual return | |
Article 371 (duty to deliver annual returns)91 | Article 371 of the 1986 Order shall apply to a limited liability partnership being modified so as to read as follows:
|
Article 372 (contents of annual return: general)92 | For Article 372 substitute the following –
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Auditors | |
Article 392 (duty to appoint auditors)93 | |
In paragraph (2), for the words from “(appointment at general meeting at which accounts are laid)” to the end substitute the words “(appointment of auditors)”. In paragraph (3), omit the words from “or 393A(2)” to the end. For paragraph (4) substitute the following paragraph:
Insert a new paragraph (5):
| |
Article 393 (appointment at general meeting at which accounts laid)94 | |
In the title to the Article, for the existing wording substitute “Appointment of auditors”. Omit paragraph (1). For paragraph (2) substitute:
For paragraph (3) substitute:
For paragraph (4) substitute:
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Article 395 (appointment by Department in default of appointment by company)95 | |
In paragraph (1), omit the words “re-appointed or deemed to be re-appointed”. In paragraph (2), for the word “officer” substitute the words “designated member”. | |
Article 396 (filling of casual vacancies)96 | |
In paragraph (1), for “directors, or the company in general meeting,” substitute “designated members”. Omit paragraph (3). Omit paragraph (4). | |
Article 396A (certain companies exempt from obligation to appoint auditors)97 | |
For paragraph (3) substitute:
Omit paragraph (4). For paragraph (5) substitute:
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Article 397A (rights to information)98 | |
Article 398 (right to attend company meetings)99 | |
In paragraph (1)(a), (b) and (c), omit the word “general” in each place where it occurs. At the end of paragraph (1)(a), add the words “and where any part of the business of the meeting concerns them as auditors.”. At the end of paragraph (1)(b), add the words “where any part of the business of the meeting concerns them as auditors.”. Omit paragraph (1A). Omit paragraph (2). | |
Article 398A (remuneration of auditors)100 | |
For paragraph (1) substitute:
In paragraph (2), omit the words “directors or the”, in both places where they occur, and omit the words “as the case may be”. | |
Article 398B (remuneration of auditors or their associates for non-audit work)101 | |
Article 399 (removal of auditors)102 | |
In paragraph (1), for the words “A company may by ordinary resolution” substitute “The designated members of a limited liability partnership may” and for the words “between it and” substitute “with”. In paragraph (2):
In paragraph (4), omit the word “general”. | |
Article 399A (rights of auditors who are removed or not re-appointed)103 | |
For paragraph (1) substitute:
Omit paragraph (2). In paragraph (3), for the words “intended resolution” substitute the word “proposal” and omit the words “of the company”. In paragraph (4), omit the words “(unless the representations are received by it too late for it to do so)”. Omit paragraph (4)(a). In paragraph (4)(b), for the words “of the company to whom notice in writing of the meeting is or has been sent” substitute “within twenty-one days of receipt”. For paragraph (5) substitute:
In paragraph (6), the words “and the representations need not be read at the meeting” shall be omitted. | |
Article 400 (resignation of auditors)104 | |
In the second paragraph of paragraph (3), for “and every officer of it who is in default” substitute “and every designated member of it who is in default”. | |
Article 400A (rights of resigning auditors)105 | |
In paragraph (2), for “directors” substitute “designated members” and for “an extraordinary general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. In paragraph (3), omit “, or” from sub-paragraph (a) and omit sub-paragraph (b). In paragraph (5), for “directors” substitute “designated members” and for “director” substitute “designated member”. In paragraph (8), omit the word “general” and the phrase “(a) or (b)”. | |
Article 401A (statement by person ceasing to hold office as auditor)106 | |
Article 401B (offences of failing to comply with Article 401A)107 | |
Registration of charges | |
The following references are to Articles of the 1986 Order which were replaced by Article 28 of the Companies (No. 2) (Northern Ireland) Order 1990. They will apply to limited liability partnerships until the said Article 28 is commenced. | |
Article 402 (certain charges void if not registered)108 | |
Article 403 (charges which have to be registered)109 | |
In paragraph (1), delete sub-paragraphs (b) and (g). | |
Article 404 (formalities of registration (debentures)) | |
In paragraph (1)(b), for the word “resolutions” substitute “determinations of the limited liability partnership”. | |
Article 405 (verification of charge on property outside Northern Ireland) | |
Article 406 (company’s duty to notify registrar of charges it creates) | |
Article 407 (charges existing on property acquired) | |
Article 409 (register of charges to be kept by registrar) | |
Article 410 (endorsement of certificate on debentures) | |
Article 411 (entries of satisfaction and release)110 | |
In paragraph (1A), after “of the company” insert “or designated member, administrator or administrative receiver of the limited liability partnership”. | |
Article 412 (rectification of register of charges) | |
In paragraph (1), omit the words “or shareholders”. | |
Article 413 (registration of enforcement of security) | |
Article 414 (companies to keep copies of instruments creating charges) | |
Article 415 (company’s register of charges) | |
In paragraph (1), for “limited company” substitute “company (including limited liability partnership)”. | |
Article 416 (right to inspect instruments which create charges etc.) | |
In paragraph (1) delete “in general meeting”. | |
Arrangements and reconstructions | |
Article 418 (power of company to compromise with creditors and members)111 | |
In paragraph (3), omit the words “and a copy of every such order shall be annexed to every copy of the company’s memorandum issued after the order has been made or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting the company or defining its constitution.” For the semi-colon after the word “registration” substitute a full stop. Omit paragraph (5). | |
Article 419 (information as to compromise to be circulated)112 | |
In paragraph (2), omit the words “as directors or”. | |
Article 420 (provisions for facilitating company reconstruction or amalgamation) | |
In paragraph (3)(b) for the words “policies or other like interests” substitute “policies, other like interests or, in the case of a limited liability partnership, property or interests in the limited liability partnership”. In paragraph (6), for the words
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Investigation of companies and their affairs: requisition of documents | |
Article 424 (investigation of a company on its own application or that of its members) | |
For paragraph (2) substitute the following –
| |
Article 425 (other company investigations)113 | |
In paragraph (4), for the words “but to whom shares in the company have been transferred or transmitted by operation of law” substitute “but to whom a member’s share in the limited liability partnership has been transferred or transmitted by operation of law”. | |
Article 426 (inspectors' powers during investigation)114 | |
Article 427 (production of documents and evidence to inspectors)115 | |
Article 429 (obstruction of inspectors treated as contempt of court)116 | |
Article 430 (inspectors' reports)117 | |
Article 431 (power to bring civil proceedings on company’s behalf)118 | |
Article 432 (expenses of investigating a company’s affairs)119 | |
In paragraph (5), omit sub-paragraph (b) together with the word “or” at the end of sub-paragraph (a). | |
Article 434 (inspectors' report to be evidence)120 | |
Article 440 (Department’s power to require production of documents)121 | |
Article 441 (entry and search of premises)122 | |
Article 442 (provision for security of information obtained)123 | |
Article 443 (punishment for destroying, mutilating, etc. company documents)124 | |
Omit paragraph (1A). | |
Article 444 (punishment for furnishing false information)125 | |
Article 444A (disclosure of information by Department or inspector)126 | |
In paragraph (1), for the words “Articles 427 to 439” substitute “Articles 427 to 434”. Omit paragraph (5). | |
Article 445 (privileged information)127 | |
In paragraph (1), for the words “Articles 424 to 439” substitute “Articles 424 to 434”. In paragraph (1A), for the words “Article 427, 436 or 439” substitute “Article 427”. | |
Fraudulent trading | |
Article 451 (punishment for fraudulent trading) | |
Protection of company’s members against unfair prejudice | |
Article 452 (order on application of company member)128 | |
At the beginning of paragraph (1), insert the words “Subject to paragraph (1A),”. After paragraph (1) insert as paragraph (1A):
Omit paragraph (2). | |
Article 453 (order on application of Department)129 | |
Omit paragraph (2). | |
Article 454 (provisions as to petitions and orders under this Part)130 | |
In paragraph (2)(d), for the words “the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company’s capital accordingly” substitute the words “the shares of any members in the limited liability partnership by other members or by the limited liability partnership itself”. In paragraph (3), for the words “memorandum or articles” substitute the words “limited liability partnership agreement”. For the existing words of paragraph (4) substitute the words “Any alteration in the limited liability partnership agreement made by virtue of an order under this Part is of the same effect as if duly agreed by the members of the limited liability partnership and the provisions of this Order apply to the limited liability partnership agreement as so altered accordingly.”. Omit paragraph (5). | |
Matters arising subsequent to winding up | |
Article 602 (power of court to declare dissolution of company void)131 | |
Article 603 (registrar may strike defunct company off the register) | |
In paragraph (6)(a), omit the word “director,”. | |
Article 603A (registrar may strike private company off register on application)132 | In this Article the references to “a private company” shall include a reference to “a limited liability partnership”. In paragraph (1) the following shall be substituted for the existing wording:
Omit paragraph (2)(a) and in paragraph (2)(b) after the word “be” insert the word “made”. In paragraph (6), omit the word “director,”. |
Article 603B (duties in connection with making application under Article 603A133 | |
In paragraph (5)(a), for “no meetings are” substitute “no meeting is”. In paragraph (5)(b), for “meetings summoned under that Article fail” substitute “the meeting summoned under that Article fails”. In paragraph (5)(c), for “meetings” substitute “a meeting”. In paragraph (5)(d), for “at previous meetings” substitute “at a previous meeting”. | |
Article 603C (directors' duties following application under Article 603A)(b) | |
In paragraph (2), for the words “is a director of the company” substitute “is a designated member of the limited liability partnership”. In paragraph (2), omit sub-paragraph (d). In paragraph (5) for the words “is a director of the company” substitute “is a designated member of the limited liability partnership”. In paragraph (6), omit sub-paragraph (d). | |
Article 603D (Articles 603B and 603C: supplementary provisions)134 | |
Article 603E (Articles 603B and 603C: enforcement)(a) | |
Article 603F (other offences connected with Article 603A)(a) | |
Article 604 (objection to striking off by person aggrieved)135 | |
Article 605 (property of dissolved company to be bona vacantia) | |
Article 606 (effect on Article 605 of company’s revival after dissolution) | |
Article 607 (Crown disclaimer of property vesting as bona vacantia) | |
Article 608 (effect of Crown disclaimer under Article 607)136 | |
Article 609 (liability for rentcharge on company’s land after dissolution)137 | |
Oversea limited liability partnerships | |
Article 643 (obligation to state name and other particulars)138 | |
For the wording of paragraph (1) there shall be substituted the following words:
For paragraph (3) there shall be substituted the following words:
Paragraphs (4) and (5) shall be omitted. | |
The registrar of companies: his functions and offices | |
Article 653 (registration office and registrar)139 | |
Article 654 (companies' registered numbers)140 | |
Omit paragraph (5). | |
Article 655 (delivery to the registrar of documents in legible form)141 | |
In paragraph (2)(a), omit the words from “and, if the document is delivered” to the end of that paragraph. | |
Article 656A (the keeping of company records by the registrar)142 | |
Omit paragraph (4). | |
Article 656B (delivery to the registrar using electronic communications)143 | |
In paragraph (3), omit the word “or” at the end of sub-paragraph (a) and omit sub-paragraph (b). | |
Article 657 (fees payable to the registrar)144 | |
Article 658 (inspection, etc. of records kept by registrar)145 | |
Article 659 (certificate of incorporation)146 | |
Article 659A (provision and authentication by registrar of documents in non-legible form)147 | |
Article 660 (public notice by registrar of receipt or issue of certain documents)148 | |
In paragraph (1), delete “or articles” in sub-paragraph (b) and delete sub-paragraphs (d) to (j), (l), (m) and (s) to (z). | |
Article 662 (enforcement of company’s duty to make returns)149 | |
In paragraph (1), for “any officer” substitute “any designated member”. In paragraphs (2) and (3), for “officers” substitute “designated members”. | |
Article 663 (registrar’s index of company and corporate names)150 | |
Article 664A (interpretation)151 | |
Miscellaneous and supplementary provisions | |
Article 670 (production and inspection of books where offence suspected) | |
In paragraph (2)(b), for the words “the secretary of the company or such other” substitute “such”. | |
Article 671 (form of company registers, etc) | |
Article 672 (use of computers for company records) | |
Omit paragraph (2). | |
Article 672A (obligations of company as to inspections of registers, etc)152 | |
Article 674 (costs and expenses in actions by certain limited companies) | References to a “limited company” shall include references to a “limited liability partnership”. |
Article 675 (power of court to grant relief in certain cases) | |
In paragraph (1), delete the words “an officer of a company or” and “officer or”. In paragraph (2), delete the words “officer or”. | |
Article 676 (enforcement of High Court orders) | |
Article 677 (annual report by the Department) | |
Article 678 (punishment of offences)153 | |
Article 679 (summary proceedings) | |
Article 680 (prosecution by public authorities) | |
In paragraph (1), for the words “Articles 218, 332, 337, 440 to 444 and 448” substitute “Articles 440 to 444”. In paragraph (2), omit sub-paragraphs (a) and (c). In paragraph (2)(b), for the words “either one of those two persons” substitute “either the Department, the Director of Public Prosecutions for Northern Ireland”. Omit paragraph (3). | |
Article 680A (offences by body corporate)154 | |
In paragraph (1), delete the references to Articles 218 and 224(3). | |
Article 680B (criminal proceedings against unincorporated bodies)155 | |
Article 681 (regulations)156 | |
Schedule 23 (punishment of offences under this Order)157 | Delete the references to those Articles which are not applied to limited liability partnerships including, in particular, the following Articles: Article 17(3) company failing to deliver to the registrar notice of other document, following alteration of its objects; Article 29(3) company failing to notify registrar of change in memorandum or articles; Article 30(2) company failing to send to one of its members a copy of the memorandum or articles, when so required by the member; Article 31(2) where company’s memorandum altered, company issuing copy of the memorandum without the alteration; Article 38(5) company failing to change name on direction of Department; Article 41(5) company altering its memorandum or articles, so ceasing to be exempt from having “limited” after its name; Article 41(6) company failing to change name, on Department’s direction, so as to have “limited” at the end; Article 42(4) company failing to comply with Department’s direction to change its name, on grounds that the name is misleading; Article 43 trading under misleading name (use of “public limited company” when not so entitled); purporting to be a private company; Article 44 trading or carrying on business with improper use of “limited”; Article 64(10) public company failing to give notice, or copy of court order, to registrar, concerning application to re-register as private company; Article 90(9) directors exercising company’s power of allotment without the authority required by Article 90(1); Article 91(2) private company offering shares to the public, or allotting shares with a view to their being so offered; Article 92(5) allotting shares or debentures before third day after issue of prospectus; Article 96(6) company failing to keep money in separate bank account, where received in pursuance of prospectus stating that stock exchange listing is to be applied for; Article 97(4) offeror of shares for sale failing to keep proceeds in separate bank account; Article 98(5) officer of company failing to deliver return of allotments, etc. to the registrar; Article 105(6) knowingly or recklessly authorising or permitting misleading, false or deceptive material in statement by directors under Article 105(5); Article 107(4) company failing to deliver to registrar the prescribed form disclosing amount or rate of share commission; Article 120(2) making misleading, false or deceptive statement in connection with valuation under Article 113 or 114; Article 121(3) officer of company failing to deliver copy of asset valuation report to registrar; Article 121(4) company failing to deliver to registrar copy of resolution under Article 114(4), with respect to transfer of an asset as consideration for allotment; Article 124 contravention of any of the provisions of Articles 109 to 114 and 116; Article 127(7) company doing business or exercising borrowing powers contrary to Article 127; Article 132(2) company failing to give notice to registrar of reorganisation of share capital; Article 133(4) company failing to give notice to registrar of increase of share capital; Article 137(5) company failing to forward to registrar copy of court order, when application made to cancel resolution varying shareholders' rights; Article 138(5) company failing to send to registrar statement or notice required by Article 138 (particulars of shares carrying special rights); Article 139(4) company failing to deliver to registrar statement or notice required by Article 139 (registration of newly created class rights); Article 151 officer of company concealing name of creditor entitled to object to reduction of capital, or wilfully misrespresenting the nature or amount of debt or claim, etc.; Article 152(3) director authorising or permitting non-compliance with Article 152 (requirement to convene company meeting to consider serious loss of capital); Article 153(2) company acquiring its own shares in breach of Article 153; Article 159(2) company failing to cancel its own shares acquired by itself, as required by Article 156(2); or failing to apply for re-registration as private company as so required in the case there mentioned; Article 161(3) company giving financial assistance towards acquisition of its own shares; Article 166(6) company failing to register statutory declaration under Article 165; Article 166(7) director making statutory declaration under Article 165, without having reasonable grounds for opinion expressed in it; Article 179(6) default by company’s officer in delivering to registrar the return required by Article 179 (disclosure by company of purchase of its own shares); Article 179(7) company failing to keep copy of contract, etc. at registered office; refusal of inspection to person demanding it; Article 183(6) director making statutory declaration under Article 183 without having reasonable grounds for the opinion expressed in the declaration; Article 185(6) refusal of inspection of statutory declaration and auditors' report under Article 183, etc.; Article 186(4) company failing to give notice to registrar of application to court under Article 186, or to register court order; Article 193(6) company failing to send notice of refusal to register a transfer of shares or debentures; Article 195(5) company default in compliance with Article 195(1) (certificates to be made ready following allotment or transfer of shares, etc.); Article 218(3) failure to discharge obligation of disclosure under Part VII; other forms of non-compliance with that Part; Article 219(10) company failing to keep register of interests disclosed under Part VII; other contraventions of Article 219; Article 222(5) company failing to exercise powers under Article 220, when so required by the members; Article 223(8) company default in compliance with Article 223 (company report of investigation of shareholdings on members' requisition); Article 224(3) failure to comply with company notice under Article 220; making false statement in response etc.; Article 225(7) company failing to notify a person that he has been named as a shareholder; on removal of name from register, failing to alter associated index; Article 226(3) improper removal of entry from register of interests disclosed; company failing to restore entry improperly removed; Article 227(3) refusal of inspection of register or report under Part VII; failure to send copy when required; Article 240(4) default by director or officer of a company in giving notice of matters relating to himself for purposes of Schedule 6 Part I; Article 242(5) non-compliance with Part VIII as to directors' report and its content; directors individually liable; Article 242A(4) laying, circulating or delivering directors' report without required signature; Article 249(2) failure to lay accounts and reports before the company in general meeting before the end of the period allowed for doing this; Article 259(5) failure to comply with requirements in relation to summary financial statements; Article 296(4) default in complying with Article 296 (keeping register of directors and secretaries, refusal of inspection); Article 299(5) acting as director of a company without having the requisite share qualification; Article 302(4) director failing to give notice of his attaining retirement age; acting as director under appointment invalid due to his attaining it; Article 313(3) company default in complying with Article 313 (directors' names to appear on company correspondence, etc.); Article 314(4) failure to state that liability of proposed director or manager is unlimited; failure to give notice of that fact to person accepting office; Article 322(3) director failing to comply with Article 322; Article 325(7) director failing to disclose interest in contract; Article 326(8) company in default in complying with Article 326(1) or (5); Article 330B(4) terms of unwritten contract between sole member of a private company limited by shares or by guarantee and the company not set out in a written memorandum or recorded in minutes of a directors' meeting; Article 331(2) director dealing in options to buy or sell company’s listed shares or debentures; Article 332(7) director failing to notify interest in company’s shares; making false statement in purported notification; Article 334(2), (3), (4) and (5) various defaults in connection with company register of directors' interests; Article 336(6) director failing to notify company that members of his family etc. have or have exercised options to buy shares or debentures; making false statement in purported notification; Article 337(3) company failing to notify investment exchange of acquisition of its securities by a director; Article 350(1) director of relevant company authorising or permitting company to enter into transaction or arrangement, knowing or suspecting it to contravene Article 338; Article 350(2) relevant company entering into transaction or arrangement for a director in contravention of Article 338; Article 350(3) procuring a relevant company to enter into transaction or arrangement known to be contrary to Article 338; Article 351(8) company failing to maintain register of transactions etc. made with and for directors and not disclosed in company accounts; failing to make register available at registered office or at company meeting; Article 360(5) company default in complying with Article 360 (requirement to keep register of members and their particulars); Article 360A(3) company default in complying with Article 360A (statement that company has only one member); Article 361(4) company failing to send notice to registrar as to place where register of members is kept; Article 362(4) company failing to keep index of members; Article 364(5) refusal of inspection of members' register; failure to send copy on requisition; Article 374(4) company default in holding annual general meeting; Article 375(3) company default in complying with Department’s direction to hold a company meeting; Article 375(5) company failing to register resolution that meeting held under Article 375 is to be its annual general meeting; Article 380(4) failure to give notice to member entitled to vote at company meeting, that he may do so by proxy; Article 380(6) officer of company authorising or permitting issue of irregular invitations to appoint proxies; Article 384(7) officer of company in default as to circulation of members' resolutions for company meeting; Article 388(5) company failing to comply with Article 388 (copies of certain resolutions etc. to be sent to registrar); Article 388(6) company failing to include copy of resolution to which Article 388 applies in its articles; failing to forward copy to member on request; Article 389B(2) director or secretary of company failing to notify auditors of proposed written resolution; Article 390(5) company failing to keep minutes of proceedings at company and board meetings, etc.; Article 390B(2) failure of sole member to provide the company with a written record of a decision; Article 391(4) refusal of inspection of minutes of general meeting; failure to send copy of minutes on member’s request; Article 422(6) offeror failing to send copy of notice or making statutory declaration knowing it to be false etc.; Article 423A(6) offeror failing to give rights to minority shareholder; Article 437(3) failing to give Department, when required to do so, information about interests in shares etc.; giving false information; Article 448(1) exercising a right to dispose of, or vote in respect of, shares which are subject to restrictions under Part XVI; failing to give notice in respect of shares so subject; entering into agreement void under Article 447(2) or (3); Article 448(2) issuing shares in contravention of restrictions under Part XVI; Article 454(5) failure to register office copy of court order under Part XVIII altering, or giving leave to alter, company’s memorandum; Article 647(1) Part XXIII company failing to comply with any of Articles 641 to 643 or 646; Article 647(2) Part XXIII company contravening Article 644(6) (carrying on business under its corporate name after Department’s direction); Article 647(3) Part XXIII company failing to comply with Article 645A or Schedule 20A; Article 652(1) Part XXIII company failing to comply with requirements as to accounts and reports; Article 652D(5) Part XXIII company failing to deliver particulars of charge to registrar; Article 652Q(1) company failing to register winding up or commencement of insolvency proceedings etc; Article 652Q(2) liquidator failing to register appointment, termination of winding up or striking off of company; Article 669(4) insurance company etc. failing to send twice yearly statement in form of Schedule 22; Schedule 14 Part II, paragraph 1(3) company failing to give notice of location of external branch register, etc.; Schedule 14, Part II, paragraph 3(2) company failing to transmit to its registered office in Northern Ireland copies of entries in external branch register or to keep duplicate of external branch register; Schedule 20C, Part I, paragraph 6 credit or financial institution failing to deliver accounting documents; Schedule 20C, Part II, paragraph 13 credit or financial institution failing to deliver accounts and reports; Schedule 20D, Part I, paragraph 5 company failing to deliver accounting documents; Schedule 20D, Part I, paragraph 13 company failing to deliver accounts and reports. |
PART IImodifications to the company directors disqualification (northern ireland) order 2002
Provisions | Modifications |
---|---|
Article 25 | Omit Article 25. |
Part I of Schedule 1 | Omit paragraphs 6 and 7. |
Part II of Schedule 1 | After paragraph 10 insert –
|
SCHEDULE 3MODIFICATIONS TO THE 1989 ORDER
Provisions | Modifications |
---|---|
Article 2 (general interpretation)158 | |
paragraph (2) | The following expressions and definitions shall be added –
|
Article 3 (“act as insolvency practitioner”)159 | |
paragraph (2) | Omit paragraph (2). |
paragraph (3) | Omit paragraph (3). |
paragraph (4) | Delete
|
Article 4 (“associate”) | |
new paragraph (3A) | Insert a new paragraph (3A) as follows –
|
paragraph (11) | For paragraph (11) substitute the following –
|
Article 5 (interpretation) | |
paragraph (1) | In paragraph (1), omit –
After the definition of “shadow director” insert the following –
|
Article 6 (“insolvency” and “go into liquidation”)160 | |
paragraph (2) | For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily” and for “passing such a resolution” substitute “making such a determination”. |
Article 7 (“connected with a company”) | For the existing words substitute –
|
Article 8 (“member of a company”) | Delete Article 8. |
Article 9 (interpretation for Parts VIII to X) | Delete Article 9. |
Article 10 (“security”, etc.) | Delete Article 10. |
Article 11 (“bankrupt’s estate”) | Delete Article 11. |
Article 13 (“contributory”) | |
paragraph (1) | In paragraph (1), for “every person” substitute “(a) every present member of the limited liability partnership and (b) every past member of the limited liability partnership”. |
paragraph (2) | After “Article 178 (wrongful trading)” insert “or 178A (adjustment of withdrawals)”. |
paragraphs (3) and (4) | Delete paragraphs (3) and (4). |
Article 14 (those who may propose an arrangement)161 | |
paragraph (1) | For “The directors of a company” substitute “A limited liability partnership” and delete “to the company and”. |
paragraph (3) | At the end, add “but where a proposal is so made it must also be made to the limited liability partnership”. |
Article 14A (moratorium)162 | |
paragraph (1) | In paragraph (1), for “the directors of an eligible company intend” substitute “an eligible limited liability partnership intends”. For “they” substitute “it”. |
The following modifications to Articles 15 to 20 apply where a proposal under Article 14 has been made by the limited liability partnership. | |
Article 15 (procedure where the nominee is not the liquidator or administrator)163 | |
paragraph (1) | In paragraph (1), for “the directors do” substitute “the limited liability partnership does”. |
paragraph (2) | In sub-paragraph (aa), for “meetings of the company and of its creditors” substitute “a meeting of the creditors of the limited liability partnership”; In sub-paragraph (b), for the first “meetings” substitute “a meeting” and for the second “meetings” substitute “meeting”. |
paragraph (3) | For “the person intending to make the proposal” substitute “the designated members of the limited liability partnership”. |
paragraph (4) | In sub-paragraph (a), for “the person intending to make the proposal” substitute “the designated members of the limited liability partnership”. In sub-paragraph (b), for “that person” substitute “those designated members”. |
Article 16 (summoning of meetings) | |
paragraph (1) | For “such meetings as are mentioned in Article 15(2)” substitute “a meeting of creditors” and for “those meetings” substitute “that meeting”. |
paragraph (2) | Delete paragraph (2). |
Article 17 (decisions of meetings)164 | |
paragraph (1) | For “meetings” substitute “meeting”. |
paragraph (5) | For “each of the meetings” substitute “the meeting”. |
new paragraph (5A) | Insert a new paragraph (5A) as follows –
|
paragraph (6) | For “either” substitute “the”; after “the result of the meeting”, in the first place where it occurs, insert “(including, where modifications to the proposal were proposed at the meeting, the response to those proposed modifications made by the limited liability partnership)”; and at the end, add “and to the limited liability partnership”. |
Article 17A (approval of arrangement)165 | |
paragraph (2) | Delete “(a)”. For “both meetings” substitute “the meeting” and delete from “, or” to “that Article”. |
paragraphs (3) to (6) | Delete these paragraphs. |
Article 18 (effect of approval)166 | |
paragraph (4) | In sub-paragraph (a), for “each of the reports” substitute “the report”. |
Article 19 (challenge of decisions)167 | |
paragraph (1) | In sub-paragraph (b), for “either of the meetings” substitute “the meeting”. |
paragraph (2) | In sub-paragraph (a), for “either of the meetings” substitute “the meeting” and after sub-paragraph (aa) add a new sub-paragraph (ab) as follows –
Omit the word “and” at the end of sub-paragraph (b). Omit sub-paragraph (c). |
paragraph (3) | In sub-paragraph (a), for “each of the reports” substitute “the report”. |
paragraph (4) | For paragraph (4) substitute the following –
|
paragraph (5) | For “meetings” substitute “a meeting” and for “person who made the original proposal” substitute “limited liability partnership”. |
Article 19A (false representations, etc)168 | |
paragraph (1) | Omit “members or”. |
Article 20 (implementation of proposal)169 | |
paragraph (2) | In sub-paragraph (a), for “one or both of the meetings” substitute “the meeting”. |
The following modifications to Articles 15 and 16 apply where a proposal under Article 14 has been made, where an administration order is in force in relation to the limited liability partnership, by the administrator or, where the limited liability partnership is being wound up, by the liquidator. | |
Article 15 (procedure where nominee is not the liquidator or administrator) | |
paragraph (2) | In sub-paragraph (aa), for “meetings of the company” substitute “meetings of the members of the limited liability partnership”. |
Article 16 (summoning of meetings) | |
paragraph (2) | For “meetings of the company” substitute “a meeting of the members of the limited liability partnership”. |
Article 21 (power of High Court to make order)170 | |
paragraphs (4) to (6) | Omit paragraphs (4) to (6). |
Article 22 (application for order)171 | |
paragraph (1) | Delete “, or the directors”. |
Article 23 (effect of application)172 | |
paragraph (1) | In sub-paragraph (a), for “no resolution may be passed” to the end of the sub-paragraph substitute “no determination may be made or order made for the winding up of the limited liability partnership;”. |
Article 24 (effect of order)173 | |
paragraph (3) | In sub-paragraph (a), for “no resolution may be passed” to the end of the sub-paragraph substitute “no determination may be made or order made for the winding up of the limited liability partnership;”. |
Article 26 (appointment of administrator) | |
paragraph (3) | In sub-paragraph (c), delete “or the directors”. |
Article 27 (general powers) | |
paragraph (2) | For sub-paragraph (a) substitute –
and at the end add the following –
|
Article 60 (alternative modes of winding up) | |
paragraph (1) | Delete “, within the meaning given by Article 3 of the Companies Order,”. |
Article 61 (liability as contributories of present and past members) | For Article 61, substitute the following –
|
Articles 62 to 65 | Delete Articles 62 to 65. |
Article 69 (companies registered under Companies Order, Part XXII, Chapter II) | Delete Article 69. |
Article 70 (circumstances in which company may be wound up voluntarily) | |
paragraph (1) | For paragraph (1) substitute the following –
|
paragraph (2) | For paragraph (2) substitute the following –
|
new paragraph (3) | After paragraph (2), insert a new paragraph (3) –
|
Article 71 (notice of resolution to wind up voluntarily) | |
paragraph (1) | For paragraph (1) substitute the following –
|
Article 72 (commencement of voluntary winding up) | For Article 72, substitute the following –
|
Article 73 (effect on business and status of company) | |
paragraph (2) | In paragraph (2), for “articles” substitute “limited liability partnership agreement”. |
Article 74 (avoidance of share transfers, etc, after winding-up resolution) | For “shares” substitute “the interest of any member in the property of the limited liability partnership”. |
Article 75 (statutory declaration of solvency) | For “director(s)” wherever it appears substitute “designated member(s)”; |
paragraph (2) | For sub-paragraph (a) substitute the following –
|
paragraph (3) | For “the resolution for winding up is passed” substitute “the limited liability partnership determined that it be wound up voluntarily”. |
paragraph (5) | For “in pursuance of a resolution passed” substitute “voluntarily”. |
Article 76 (distinction between “members'” and “creditors'” voluntary winding up) | For “directors'” substitute “designated members'”. |
Article 77 (appointment of liquidator) | |
paragraph (1) | Delete “in general meeting”. |
paragraph (2) | For paragraph (2) substitute the following –
|
new paragraph (3) | After paragraph (2), insert the following –
|
Article 78 (power to fill vacancy in office of liquidator) | |
paragraph (1) | For “the company in general meeting” substitute “a meeting of the members of the limited liability partnership summoned for the purpose”. |
paragraph (2) | For “a general meeting” substitute “a meeting of the members of the limited liability partnership”. |
paragraph (3) | In paragraph (3), for “articles” substitute “limited liability partnership agreement”. |
new paragraph (4) | After paragraph (3), insert the following –
|
Article 79 (general company meeting at each year’s end) | |
paragraph (1) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
new paragraph (4) | After paragraph (3), insert the following –
|
Article 80 (final meeting prior to dissolution) | |
paragraph (1) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
new paragraph (5A) | After paragraph (5), insert the following –
|
paragraph (6) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
Article 81 (effect of company’s insolvency) | |
paragraph (1) | For “directors'” substitute “designated members'”. |
paragraph (6) | For paragraph (6) substitute the following –
|
Article 82 (conversion to creditors' voluntary winding up) | |
paragraph (a) | For “directors'” substitute “designated members'”. |
paragraph (b) | Substitute a new paragraph (b) as follows –
|
Article 84 (meeting of creditors) | |
paragraph (1) | For sub-paragraph (a) substitute the following –
|
paragraph (4) | For “were sent the notices summoning the company meeting at which it was resolved that the company be wound up voluntarily” substitute “the limited liability partnership determined that it be wound up voluntarily”. |
Article 85 (directors to lay statement of affairs before creditors) | |
paragraph (1) | For “the directors of the company” substitute “the designated members” and for “the director so appointed” substitute “the designated member so appointed”. |
paragraph (2) | For “directors” substitute “designated members”. |
paragraph (3) | For the word “directors” wherever it occurs substitute “designated members” and for the word “director” wherever it occurs substitute “designated member”. |
Article 86 (appointment of liquidator) | |
paragraph (1) | For “The creditors and the company at their respective meetings mentioned in Article 84” substitute “The creditors at their meeting mentioned in Article 84 and the limited liability partnership”. |
paragraph (3) | Delete “director,”. |
Article 87 (appointment of liquidation committee) | |
paragraph (2) | For paragraph (2) substitute the following –
|
Article 91 (meetings of company and creditors at each year’s end) | |
paragraph (1) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
new paragraph (5) | After paragraph (4) insert the following –
|
Article 92 (final meeting prior to dissolution) | |
paragraph (1) | For a “general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
new paragraph (5A) | After paragraph (5), insert the following –
|
paragraph (6) | For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
Article 96 (acceptance of shares, etc., as consideration for sale of company’s property) | For Article 96 substitute the following –
|
Article 97 (dissent from arrangement under Article 96) | |
paragraphs (1) to (3) | For paragraphs (1) to (3) substitute the following –
|
paragraph (4) | Omit paragraph (4). |
Article 102 (circumstances in which company may be wound up by the High Court)174 | For Article 102 substitute the following –
|
Article 104 (application for winding up)175 | |
paragraphs (2), (3), (4) and 5(a) | Delete these paragraphs. |
paragraph (4A) | For “102(fa)” substitute “102(e)”. |
Article 104A (petition for winding up on grounds of public interest)176 | |
paragraph (1) | Omit sub-paragraphs (c) and (cc). |
Article 106 (power to stay or restrain proceedings against company) | |
paragraph (2) | Delete paragraph (2). |
Article 107 (avoidance of property dispositions, etc) | For “any transfer of shares” substitute “any transfer by a member of the limited liability partnership of his interest in the property of the limited liability partnership”. |
Article 109 (commencement of winding up by the High Court) | |
paragraph (1) | For “a resolution has been passed by the company” substitute “a determination has been made” and for “at the time of the passing of the resolution” substitute “at the time of that determination”. |
Article 110 (consequences of winding-up order) | |
paragraph (3) | Delete paragraph (3). |
Article 126 (settlement of list of contributories and application of assets) | |
paragraph (1) | Delete “, with power to rectify the register of members in all cases where rectification is required in pursuance of the Companies Order or this Order,”. |
Article 127 (debts due from contributory to company) | |
paragraph (1) | Delete “the Companies Order or”. |
paragraph (2) | Delete paragraph (2). |
paragraph (3) | Delete “, whether limited or unlimited,”. |
Article 137 (delegation of powers to liquidator) | |
paragraph (1) | In sub-paragraph (b), delete “and the rectifying of the register of members where required”. |
paragraph (2) | For paragraph (2) substitute the following –
|
Article 140 (voluntary winding up) | |
paragraph (2) | In sub-paragraph (a), for “an extraordinary resolution of the company” substitute “a determination by a meeting of the members of the limited liability partnership”. |
paragraph (4) | For sub-paragraph (c) substitute the following –
|
new paragraph (4A) | Insert a new paragraph (4A) as follows –
|
Article 141 (creditors' voluntary winding up) | |
paragraph (5) | In sub-paragraph (b), for “directors” substitute “designated members”. |
Article 145 (removal, etc. (voluntary winding up)) | |
paragraph (2) | For sub-paragraph (a) substitute the following –
|
paragraph (6) | In sub-paragraph (a), for “final meeting of the company” substitute “final meeting of the members of the limited liability partnership” and in sub-paragraph (b), for “final meetings of the company” substitute “final meetings of the members of the limited liability partnership”. |
new paragraph (7) | Insert a new paragraph (7) as follows –
|
Article 147 (release (voluntary winding up)) | |
paragraph (2) | In sub-paragraph (a), for “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
Article 158 (power to make over assets to employees) | Delete Article 158. |
Article 163 (resolutions passed at adjourned meetings) | After “contributories” insert “or of the members of a limited liability partnership”. |
Article 164 (meeting to ascertain wishes of creditors or contributories) | |
paragraph (3) | Delete “the Companies Order or”. |
Article 170 (fraud, etc., in anticipation of winding up) | |
paragraph (1) | For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily”. |
Article 171 (transactions in fraud of creditors) | |
paragraph (1) | For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily”. |
Article 174 (material omissions from statement relating to company’s affairs) | |
paragraph (2) | For “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”. |
Article 178 (wrongful trading) | |
paragraph (2) | Delete from “but the High Court shall not” to the end of the paragraph. |
After Article 178 | Insert the following new Article 178A –
|
Article 179 (proceedings under Articles 177 and 178) | |
paragraph (1) | For “Article 177 or 178” substitute “Article 177, 178 or 178A”. |
paragraph (2) | For “either Article” substitute “any of those Articles”. |
paragraph (4) | For “either Article” substitute “any of those Articles”. |
paragraph (5) | For “Articles 177 and 178” substitute “Articles 177, 178 and 178A”. |
Article 182 (prosecution of delinquent officers and members of company)177 | |
paragraph (1) | For “officer, or any member, of the company” substitute “member of the limited liability partnership”. |
paragraphs (2), (3) and (5) | For “officer of the company, or any member of it,” substitute “officer or member of the limited liability partnership”. |
Article 346 (categories of preferential debts)178 | |
paragraph (1) | In paragraph (1), omit the words “or an individual”. |
paragraph (2) | In paragraph (2), omit the words “or the individual”. |
Article 347 (“the relevant date”)179 | |
paragraph (3) | In sub-paragraph (ab), for “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”. In sub-paragraph (c), for “passing of the resolution for the winding up of the company” substitute “making of the determination by the limited liability partnership that it be wound up voluntarily”. |
paragraph (5) | Omit paragraph (5). |
paragraph (6) | Omit paragraph (6). |
Article 348 (acting as insolvency practitioner without qualification)180 | |
paragraph (1) | Omit the words “or an individual”. |
Article 348A (authorisation of nominees and supervisors)181 | |
paragraph (1) | Omit “or Part VIII”. |
Article 359 (insolvency rules)182 | |
paragraph (2) | Omit sub-paragraph (b). |
paragraph (2A) | Omit the words “or Schedule 6”. |
Article 361 (fees orders) | |
paragraph (2) | Omit sub-paragraph (b). |
Article 362 (monetary limits)183 | |
paragraph (1) | In sub-paragraph (a), omit the following –
Omit paragraph (1)(b). |
Article 364 (insolvent partnerships)184 | Delete Article 364. |
Article 365 (insolvent estates of deceased persons)185 | Delete Article 365. |
Article 366 (power to apply Parts II to VII to formerly authorised banks, etc.)186 | Delete Article 366. |
Article 370 (Northern Ireland Assembly disqualification) | Delete Article 370. |
Article 379 (transitional provisions and savings) | Delete Article 379. |
Schedule A1 (moratorium where directors propose voluntary arrangement)187 | In the heading, for “DIRECTORS PROPOSE” substitute “THE LIMITED LIABILITY PARTNERSHIP PROPOSES”. |
paragraph 17 | |
sub-paragraph (1) | For “directors of a company wish” substitute “limited liability partnership wishes”. For “they” substitute “the designated members of the limited liability partnership”. |
sub-paragraph (2) | In head (c) for “meetings of the company and” substitute “a meeting of”. |
paragraph 18 | |
sub-paragraph (1) | For “directors of a company” substitute “designated members of the limited liability partnership”. In sub-paragraph (1)(e)(iii) for “meetings of the company and” substitute “a meeting of”. |
paragraph 19 | |
sub-paragraph (2) | For “meetings” substitute “meeting”. For “are” substitute “is”. Omit the words in parentheses. |
sub-paragraph (3) | For “either of those meetings” substitute “the meeting”. For “those meetings were”, substitute “that meeting was”. Omit the words in parentheses. |
sub-paragraph (4) | For “either” substitute “the”. |
sub-paragraph (6)(c) | For “one or both of the meetings” substitute “the meeting”. |
paragraph 20 | |
sub-paragraph (1) | For “directors” substitute “designated members of the limited liability partnership”. |
sub-paragraph (2) | For “directors” substitute “designated members of the limited liability partnership”. |
paragraph 23 | |
sub-paragraph (1)(b) | Omit. |
sub-paragraph (1)(c) | For “resolution may be passed” substitute “determination that it may be wound up may be made”. |
sub-paragraph (2) | For “transfer of shares” substitute “any transfer by a member of the limited liability partnership of his interest in the property of the limited liability partnership”. |
paragraph 31 | |
sub-paragraph (8) | For “directors” substitute “designated members of the limited liability partnership”. |
sub-paragraph (9) | For “directors” substitute “designated members of the limited liability partnership”. |
paragraph 34 | |
sub-paragraph (2) | For “directors” substitute “designated members of the limited liability partnership”. |
paragraph 35 | |
sub-paragraph (2)(c) | For “directors” substitute “designated members of the limited liability partnership”. |
paragraph 36(1) | Omit “, director”. |
paragraph 39 | |
sub-paragraph (1) | For “meetings of the company and its creditors” substitute “a meeting of the creditors of the limited liability partnership.”. |
paragraph 40 | |
sub-paragraph (1) | For “meetings” substitute “meeting”. |
new sub-paragraph (2A) | Insert a new sub-paragraph (2A) as follows –
|
sub-paragraph (3) | For “either” substitute “the”. After “the result of the meeting”, in the first place where it occurs, insert “(including, where modifications to the proposal were proposed at the meeting, the response to those proposed modifications made by the limited liability partnership)”. At the end add “and to the limited liability partnership”. |
paragraph 41 | |
sub-paragraph (1) | For “meetings” substitute “meeting”. |
sub-paragraph (7) | For “directors of the company” substitute “designated members of the limited liability partnership”. For “meetings (or either of them)” substitute “meeting”. For “directors intend” substitute “limited liability partnership intends”. For “those meetings” substitute “that meeting”. |
paragraph 42 | |
sub-paragraph (2) | For heads (a) and (b) substitute “with the day on which the meeting summoned under paragraph 39 is first held”. |
paragraph 46 | |
sub-paragraph (2) | For sub-paragraph (2) substitute “The decision has effect if, in accordance with the rules, it has been taken by the creditors' meeting summoned under paragraph 39.”. |
sub-paragraph (3) | Omit. |
sub-paragraph (4) | Omit. |
sub-paragraph (5) | Omit. |
paragraph 47 | |
sub-paragraph (5)(a) | For “each of the reports of the meetings” substitute “the report of the meeting”. |
paragraph 48 | |
sub-paragraph (1)(a) | For “one or both of the meetings” substitute “the meeting”. |
sub-paragraph (1)(b) | For “either of those meetings” substitute “the meeting”. |
sub-paragraph (2)(a) | For “either of the meetings” substitute “the meeting”. After sub-paragraph (2)(a) insert new (aa) as follows “(aa) any member of the limited liability partnership;”. |
sub-paragraph (2)(b) | Omit “creditors'”. |
sub-paragraph (3)(a) | For “each of the reports” substitute “the report”. |
sub-paragraph (3)(b) | Omit “creditors'”. |
sub-paragraph (4)(a)(ii) | Omit “in question”. |
sub-paragraph (4)(b)(i) | For “further meetings” substitute “a further meeting” and for “directors” substitute “limited liability partnership”. |
sub-paragraph (4)(b)(ii) | Omit “company or (as the case may be) creditors'”. |
paragraph 49(1) | For “one or both of the meetings” substitute “the meeting”. |
Schedule 1 (powers of administrator or administrative receiver) | |
paragraph 20 | For paragraph 20 substitute the following –
|
Schedule 6 (provisions capable of inclusion in individual insolvency rules) | Omit Schedule 6. |
Schedule 7 (punishment of offences)188 | |
Article 19A(1) | In the entry relating to Article 19A(1), delete “members' or”. |
Article 71(2) | In the entry relating to Article 71(2), for “resolution for voluntary winding up” substitute “making of determination for voluntary winding up”. |
Article 75(4) | In the entry relating to Article 75(4), for “Director” substitute “Designated member”. |
Article 79(3) | In the entry relating to Article 79(3), for “general meeting of company” substitute “meeting of members of the limited liability partnership”. |
Article 85(3) | In the entry relating to Article 85(3), for “Directors” substitute “Designated members.” |
Article 91(3) | In the entry relating to Article 91(3), for “company general meeting” substitute “meeting of the members of the limited liability partnership”. |
Article 92(6) | In the entry relating to Article 92(6), for “final meeting of company” substitute “final meeting of members of the limited liability partnership”. |
Articles 324(1) to 333(1) | Delete the entries relating to Articles 324(1) to 333(1). |
Schedule A1 | In the entry relating to Schedule A1, para. 20(2) for “Directors” substitute “Designated members”. In the entry relating to Schedule A1, para. 31(9) for “Directors” substitute “Designated members”. |
SCHEDULE 4GENERAL AND CONSEQUENTIAL AMENDMENTS IN OTHER LEGISLATION
The Bills of Sale (Ireland) Act (1879) Amendment Act 1883 c. 7
1
In section 17, after “incorporated company” insert “or by any limited liability partnership” and after “such company” insert “or a limited liability partnership”.
The Third Parties (Rights Against Insurers) Act (Northern Ireland) 1930 c. 19 (N.I.)
2
After section 3, insert –
Application to limited liability partnerships3A
1
This Act applies to limited liability partnerships as it applies to companies.
2
In its application to limited liability partnerships, references to a resolution for a voluntary winding-up being passed are references to a determination for a voluntary winding-up being made.
The Criminal Justice (Miscellaneous Provisions) Act (Northern Ireland) 1968 c. 28 (N.I.)
3
In section 1(8)(d), insert at the end –
; and in this paragraph references to the secretary, in relation to a limited liability partnership, are to any designated member of the limited liability partnership.
Solicitors (Northern Ireland) Order 1976 (N.I. 12)
4
In Article 3(2), after the definition of “notice”, insert –
“officer”, in relation to a limited liability partnership, means a member of the limited liability partnership;
5
In Article 26A(9) insert at the end –
and “officer”, in relation to a limited liability partnership, means a member of the limited liability partnership
6
In paragraph 1(3) of Schedule 1A, insert at the end –
and references in this Schedule to a director, in relation to a limited liability partnership, are references to a member of the limited liability partnership
Sex Discrimination (Northern Ireland) Order 1976 (N.I. 15)
7
In Article 14, insert at the end –
6
This Article applies to a limited liability partnership as it applies to a firm; and, in its application to a limited liability partnership, references to a partner in a firm are references to a member of the limited liability partnership.
The Betting and Gaming Duties Act 1981 c. 63
8
After section 32, insert –
Application to limited liability partnerships32A
1
This Act applies to limited liability partnerships as it applies to companies.
2
In its application to a limited liability partnership, references to a director of a company are references to a member of the limited liability partnership.
Companies (Northern Ireland) Order 1986 (N.I. 6)
9
In Article 36189, in paragraph (1), after sub-paragraph (bb) insert –
bbb
which includes, at any place in the name, the expression “limited liability partnership”;
Business Names (Northern Ireland) Order 1986 (N.I. 7)
10
In Article 3, in paragraph (1), insert at the end –
d
in the case of a limited liability partnership, does not consist of its corporate name without any addition other than one so permitted.
11
1
Article 6 is amended as follows.
2
In paragraph (1)(a), for “subject to paragraph (3)” substitute “subject to paragraphs (3) and (3A)”, omit the word “and” at the end of head (iii) and after that head insert –
iiia
in the case of a limited liability partnership, its corporate name and the name of each member, and
3
In paragraph (2), for “paragraph (3)” substitute “paragraph (3) or (3A)”.
4
After paragraph (3) insert –
3A
Paragraph (1)(a) does not apply in relation to any document issued by a limited liability partnership with more than 20 members which maintains at its principal place of business a list of the names of all the members if –
a
none of the names of the members appears in the document otherwise than in the text or as a signatory; and
b
the document states in legible characters the address of the principal place of business of the limited liability partnership and that the list of the members' names is open to inspection at that place.
5
After paragraph (4) insert –
4A
Where a limited liability partnership maintains a list of the members' names for the purposes of paragraph (3A), any person may inspect the list during office hours.
6
In paragraph (7), after “paragraph (4)” insert “or (4A)” and after “any partner of the partnership concerned” insert “, or any member of the limited liability partnership concerned,”.
Insolvency (Northern Ireland) Order 1989 (N.I. 19)
12
1
Article 96 is amended as follows.
2
In paragraph (1), after “sold” insert “(a)” and at the end insert –
, or (b) to a limited liability partnership (the transferee limited liability partnership).
3
In paragraph (2), for the words “sale,” onwards substitute
sale –
a
in the case of the transferee company, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company, or
b
in the case of the transferee limited liability partnership, membership in the transferee limited liability partnership for distribution among the members of the transferor company.
4
In paragraph (4), for the words “company may,” onwards substitute
company may –
a
in the case of the transferee company, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto) participate in the profits of, or receive any other benefit from, the transferee company, or
b
in the case of the transferee limited liability partnership, in lieu of receiving cash or membership (or in addition thereto), participate in some other way in the profits of, or receive any other benefit from, the transferee limited liability partnership.
Employment Rights (Northern Ireland) Order 1996 (N.I. 16)
13
1
Article 201 is amended as follows.
2
In paragraph (5), omit the word “and” at the end of sub-paragraph (a), and insert at the end of sub-paragraph (b) –
, and
b
where the employer is a limited liability partnership, if (but only if) paragraph (8) is satisfied.
3
After paragraph (7) insert –
8
This paragraph is satisfied in the case of an employer which is a limited liability partnership –
a
if a winding-up order, an administration order or a determination for a voluntary winding-up has been made with respect to the limited liability partnership,
b
if a receiver or a manager of the undertaking of the limited liability partnership has been duly appointed, or possession has been taken, by or on behalf of the holders of any debentures secured by a floating charge, of any property of the limited liability partnership comprised in or subject to the charge, or
c
if a voluntary arrangement proposed in the case of the limited liability partnership for the purposes of Part II of the Insolvency (Northern Ireland) Order 1989 has been approved under that Part.
14
1
Article 228 is amended as follows.
2
In paragraph (1), omit the word “and” at the end of sub-paragraph (a), and insert at the end of sub-paragraph (b) –
“, and
c
where the employer is a limited liability partnership, if (but only if) paragraph (4) is satisfied.
3
After paragraph (3) insert –
4
This paragraph is satisfied in the case of an employer which is a limited liability partnership –
a
if a winding-up order, an administration order or a determination for a voluntary winding-up has been made with respect to the limited liability partnership,
b
if a receiver or a manager of the undertaking of the limited liability partnership has been duly appointed, or possession has been taken, by or on behalf of the holders of any debentures secured by a floating charge, of any property of the limited liability partnership comprised in or subject to the charge, or
c
if a voluntary arrangement proposed in the case of the limited liability partnership for the purposes of Part II of the Insolvency (Northern Ireland) Order 1989 has been approved under that Part.
Race Relations (Northern Ireland) Order 1997 (N.I. 6)
15
In Article 12, insert at the end –
6
This Article applies to a limited liability partnership as it applies to a firm; and, in its application to a limited liability partnership, references to a partner in a firm are references to a member of the limited liability partnership.
The Contracts (Rights of Third Parties) Act 1999 c. 31
16
In section 6, after subsection (2) insert –
2A
Section 1 confers no rights on a third party in the case of any incorporation document of a limited liability partnership or any limited liability partnership agreement as defined in the Limited Liability Partnerships Regulations (Northern Ireland) 2004.
The Financial Services and Markets Act 2000 c. 8
17
In each of sections 177(2), 221(2) and 232(2) insert at the end –
; and “officer”, in relation to a limited liability partnership, means a member of the limited liability partnership.
Culpable officer provisions
18
1
A culpable officer provision applies in the case of a limited liability partnership as if the reference in the provision to a director (or a person purporting to act as a director) were a reference to a member (or a person purporting to act as a member) of the limited liability partnership.
2
A culpable officer provision is a provision in any statutory provision to the effect that where –
a
a body corporate is guilty of a particular offence, and
b
the offence is proved to have been committed with the consent or connivance of, or to be attributable to the neglect on the part of, (among others) a director of the body corporate,
he (as well as the body corporate) is guilty of the offence.
SCHEDULE 5APPLICATION OF SUBORDINATE LEGISLATION
PART I
1
The Companies (Revision of Defective Accounts and Report) Regulations (Northern Ireland) 1991190.
2
The Companies (Defective Accounts) (Authorised Person) Order (Northern Ireland) 1991191.
3
The Accounting Standards (Prescribed Body) Regulations (Northern Ireland) 1990192.
4
The Companies (Inspection and Copying of Registers, Indices and Documents) Regulations (Northern Ireland) 1993193.
5
The Companies (Registers and other Records) Regulations (Northern Ireland)1986194.
6
Companies (1986 Order) (Disclosure of Remuneration for Non-Audit Work) Regulations (Northern Ireland) 1993195.
PART II
1
The Insolvency Practitioners Regulations (Northern Ireland) 1991196.
2
The Insolvency Practitioners (Recognised Professional Bodies) Order (Northern Ireland) 1991197.
3
The Insolvency Rules (Northern Ireland) 1991198.
4
The Insolvency (Fees) Order (Northern Ireland) 1991199.
5
The Insolvency (Deposits) Order (Northern Ireland) 1991200.
6
The Co-operation of Insolvency Courts (Designation of Relevant Countries and Territories) Order 1986201.
7
The Co-operation of Insolvency Courts (Designation of Relevant Countries) Order 1996202.
8
The Co-operation of Insolvency Courts (Designation of Relevant Country) Order 1998203.
9
The Insolvency (Monetary Limits) Order (Northern Ireland) 1991204.
10
The Insolvency Regulations (Northern Ireland) 1996205.
PART III
1
The Company and Business Names Regulations (Northern Ireland) 1984206.
2
The Companies (Disqualification Orders) Regulations (Northern Ireland) 2003207.
3
The Insolvent Companies (Disqualification of Unfit Directors) Proceedings Rules (Northern Ireland) 2003208.
4
The Uncertificated Securities Regulations 2001209.
5
The Insolvent Companies (Reports on Conduct of Directors) Rules (Northern Ireland) 2003210.