The Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024

Part 3 Amendments to the 2009 LLP Regulations

Interpretation

4.  In this Part―

“the 2006 Act” means the Companies Act 2006;

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

Amendments to the 2009 LLP Regulations

5.  The 2009 LLP Regulations are amended in accordance with regulations 6 to 10.

Registered offices

6.  In regulation 16(2) (general), in section 86(1) of the 2006 Act (duty to ensure registered office at appropriate address)(3), as applied to LLPs by that regulation, after “Limited” insert “Liability”.

Use and disclosure of information

7.  In regulation 19 (members’ residential addresses: protection from disclosure), in section 243 of the 2006 Act (permitted use or disclosure by the registrar), as applied to LLPs by that regulation―

(a) in the heading, omit “use or”, and

(b) omit subsection (1).

Required particulars

8.  In regulation 31D (required particulars), in section 790K(1)(i) of the 2006 Act, as applied to LLPs by that regulation, omit “(within the meaning of section 790ZG(2))”.

Protection from disclosure

9.  Regulation 31L (protection from disclosure)(4) is amended as follows.

(a) in paragraph (1), for “Sections 790ZF and 790ZG(2) apply” substitute “Section 790ZF applies”;

(b) in paragraph (2), for “those sections apply” substitute “that section applies”;

(c) after paragraph (2) insert—

“(3) Section 790ZH applies to LLPs, modified so that it reads as follows—

“790ZH.    Offence of failing to comply with protection of secured information provisions

(1) If an LLP contravenes a restriction on the use or disclosure of information imposed under Part 7 of the Register of People with Significant Control Regulations 2016 (S.I. 2016/339), as that Part is applied to LLPs by regulation 4 of, and Schedule 2 to, the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), an offence is committed by—

(a) the LLP, and

(b) every designated member of the LLP who is in default.

(2) A person guilty of an offence under this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one tenth of level 5 on the standard scale.

(3) In this section “designated member” is to be construed in accordance with section 8 (designated members) of the Limited Liability Partnerships Act 2000.””.

Applications to make usual residential addresses unavailable for public inspection

10.—(1) Regulation 66 (inspection etc of the register) is amended as follows.

(2)  In section 1087(1) of the 2006 Act (material not available for public inspection)(5), as applied to LLPs by that regulation, for paragraph (cb) substitute—

“(cb) any information that, by virtue of Part 7 of the Register of People with Significant Control Regulations 2016 (S.I. 2016/339), as that Part is applied to LLPs by regulation 4 of, and Schedule 2 to, the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), the registrar must omit from the material on the register that is available for public inspection;”.

(3) In section 1087C of the 2006 Act (disclosure of date of birth information), as applied to LLPs by that regulation, for subsection (4) substitute—

“(4) The provisions of the Companies (Disclosure of Date of Birth Information) Regulations 2015 (S.I. 2015/1694) apply to LLPs.

(4A) As those provisions apply to LLPs, read any reference to “relevant date of birth information” as a reference to the definition in section 1087A(3) as applied to LLPs by regulation 66 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804).”.

(4) In section 1088(2)(a) of the 2006 Act (application to registrar to make address unavailable for public inspection), as applied to LLPs by that regulation, for “(disclosure of protected information)” substitute “(application to make an address unavailable for public inspection under section 1088)”.

(5) Section 1088(3) of the 2006 Act, as applied to LLPs by that regulation, is amended as follows―

(a) omit “and” at the end of paragraph (f);

(b) for the full stop at the end of paragraph (g) substitute a semicolon;

(c) after paragraph (g) insert—

“(h) for paragraph (1)(a) to (f) of regulation 11A substitute—

“(a) section 2(2)(d) of the Limited Liability Partnerships Act 2000 or section 2(2)(d) of the Limited Liability Partnerships Act (Northern Ireland) 2002 (2002 c. 12 (N.I.)) (incorporation document etc.);

(b) section 1(6) of, and paragraph 10 of the Schedule to, the Limited Liability Partnerships Act 2000 or section 1(6) (limited liability partnerships) of, and paragraph 10 (change of registered office) of the Schedule to, the Limited Liability Partnerships Act (Northern Ireland) 2002;

(c) section 87 of the Act (change of address of registered office) as applied to LLPs by regulation 16 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (general) (S.I. 2009/1804, “the 2009 Regulations”);

(d) section 854 of the Act (duty to deliver annual returns) by virtue of being information required by section 855(1)(a) of the Act (contents of annual return: general), in each case as these sections were applied to LLPs by the version of regulation 30 of the 2009 Regulations that was in effect in relation to annual returns required by section 854 of the Act made up to a return date before 30 June 2016;

(e) section 363 of the 1985 Act (duty to deliver annual returns) by virtue of being information required by section 364(1) of the 1985 Act (contents of annual return: general), in each case as applied to LLPs by regulation 4 (application of the remainder of the provisions of the 1985 Act and of the provisions of the Company Directors Disqualification Act 1986 to limited liability partnerships) of, and Part 1 of Schedule 2 (modifications to provisions of the 1985 Act applied to limited liability partnerships) to, the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), or

(f) article 371 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) (duty to deliver annual returns) by virtue of being information required by article 372(a) of that Order (contents of annual return: general), in each case as applied to LLPs registered in Northern Ireland by regulation 4 (application of the remainder of the provisions of the 1986 Order and of the Company Directors Disqualification (Northern Ireland) Order 2002 to limited liability partnerships) of, and Part 1 of Schedule 2 (modifications to provisions of the 1986 Order applied to limited liability partnerships) to, the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. 2004 No. 307).”

(i) in regulation 17 (disclosure by the registrar), read the references to section 1029 of the Companies Act 2006 (application to court for restoration to the register) as references to that section as applied to LLPs by regulation 57 of the 2009 Regulations (restoration to the register by the court).”.

(1)

S.I. 2009/1804. That instrument was amended by S.I. 2001/1090, S.R. (NI) 2004 No. 307, S.I. 2013/618, S.I. 2016/340, S.I. 2016/423, S.I. 2018/528, S.I. 2024/54, S.I. 2024/234. There are other amending instruments but none are relevant.

(2)

As amended by S.I. 2024/234.

(3)

Section 86 of the Companies Act 2006 was substituted by section 28(3) of the Economic Crime and Corporate Transparency Act 2023.

(4)

As amended by S.I. 2024/234.

(5)

Section 1087 of the Companies Act 2006 was amended by the Economic Crime and Corporate Transparency Act 2023. Relevant amendments were made by section 96(3).