SCHEDULE 2AMENDMENTS TO SCHEDULE 3 TO THE PRINCIPAL REGULATIONS

Regulation 3

1.

Schedule 3 to the principal regulations is amended as follows.

2.

After the entry relating to section 1 of the 1986 Act (those who may propose an arrangement) insert—

“Provisions

Modifications

Section 1A (moratorium)34

subsection (1)

For “the directors of an eligible company intend” substitute “an eligible limited liability partnership intends”.

For “they” substitute “it”.”.

3.

In the entries relating to modifications to sections 2 to 7 of the 1986 Act where a proposal under section 1 has been made by the limited liability partnership—

(a)

in the entry relating to section 2 (procedure where the nominee is not the liquidator or administrator)35—

(i)

before the entry in relation to subsection (2) insert—

“subsection (1)

For “the directors do” substitute “the limited liability partnership does”.”,

(ii)

in the entry relating to subsection (2), for “(a)” substitute “(aa)”, and

(iii)

in the entry relating to subsection (4) insert at the beginning of the modification to subsection (4) “In paragraph (a)” and at the end insert “In paragraph (b) for “that person” substitute “those designated members”.”,

(b)

after the entry relating to section 4 (decisions of meetings) insert—

“Provisions

Modifications

Section 4A (approval of arrangement)36

subsection (2)

Omit “— (a)”.

For “both meetings” substitute “the meeting”.

Omit the words from “, or” to “that section”.

subsection (3)

Omit.

subsection (4)

Omit.

subsection (5)

Omit.

subsection (6)

Omit.”,

(c)

in the entry relating to section 5 (effect of approval)37, omit the entry relating to subsection (1),

(d)

in the entry relating to section 6 (challenge of decisions)38—

(i)

in the entry relating to subsection (1), omit the words ““meetings” substitute “meeting” and for”,

(ii)

in the entry relating to subsection (2), for “(a)” substitute “(aa)” and for “(aa) as follows— “(aa)”” substitute “(ab) as follows— “(ab)””,

(iii)

in the substituted subsection (4), for “the approval given by the meeting” substitute “any decision approving the voluntary arrangement which has effect under section 4A”, and

(iv)

in the entry relating to subsection (5), omit the words “the first” and omit the words “, for the second “meetings” substitute “meeting””,

(e)

after the entry relating to section 6 insert—

“Provisions

Modifications

Section 6A (false representations, etc)39

subsection (1)

Omit “members or”.”,

(f)

in the entry relating to section 7 (implementation of proposal)40—

(i)

omit the entry relating to subsection (1),

(ii)

insert—

“subsection (2)

In paragraph (a) omit “one or both of” and for “meetings” substitute “meeting”.”, and

(g)

in the paragraph after the entry relating to section 7, for the words “an administration order is in force in relation to the limited liability partnership” substitute “the limited liability partnership is in administration”.

4.

Omit the entries relating to sections 8, 9, 10, 11, 13 and 14 of the 1986 Act41.

5.

In the entry relating to section 84 of the 1986 Act (circumstances in which company may be wound up voluntarily)42—

(a)

insert after subsection (2)—

“subsection (2A)

For “company passes a resolution for voluntary winding up” substitute “limited liability partnership determines that it is to be wound up voluntarily” and for “resolution” where it appears for the second time substitute “determination”.

subsection (2B)

For “resolution for voluntary winding up may be passed only” substitute “determination to wind up voluntarily may only be made” and in sub-paragraph (b), for “passing of the resolution” substitute “making of the determination”.”, and

(b)

in the entry relating to subsection (4), for “(3)” substitute “(4)” and for “(4)” substitute “(5)” wherever it appears.

6.

In the entry relating to section 122 of the 1986 Act (circumstances in which company may be wound up by the court)43, in the entry relating to subsection (1) in the substituted subsection in modified sub paragraph (1)(d) omit “, or” and at the end of that sub paragraph insert the following—

“(da)

at the time at which a moratorium for the limited liability partnership under section 1A comes to an end, no voluntary arrangement approved under Part I has effect in relation to the limited liability partnership,”

7.

In the entry relating to section 124 of the 1986 Act (application for winding up)44 insert at the end—

“subsection (3A)

For “122(1)(fa)” substitute “122(1)(da)”.”.

8.

In the entry relating to section 127 of the 1986 Act (avoidance of property dispositions, etc.)45, insert in the left hand column “subsection (1)”.

9.

Omit the entry relating to section 233 of the 1986 Act (suppliers of gas, water, electricity, etc.)46.

10.

In the entry relating to section 247 of the 1986 Act (“insolvency” and “go into liquidation”)47 insert at the end—

“subsection (3)

For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.”.

11.

In the entry relating to subsection (3) of section 387 of the 1986 Act (“the relevant date”)48 insert before the modification to paragraph (c)—

“In paragraph (ab) for “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”.”.

12.

After the entry relating to section 389 of the 1986 Act (acting without qualification an offence)49 insert—

“Provisions

Modifications

Section 389A (authorisation of nominees and supervisors)

subsection (1)

Omit “or Part VIII”.”.

13.

After the entry relating to section 422 of the 1986 Act (recognised banks, etc.)50 insert—

“Provisions

Modifications

Section 426A (disqualification from Parliament (England and Wales))

Omit.

Section 426B (devolution)

Omit.

Section 426C (irrelevance of privilege)

Omit.”.

14.

Before the entry relating to Schedule 1 to the 1986 Act (powers of the administrator or administrative receiver) insert—

“Provisions

Modifications

Schedule A151

Paragraph 6

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)

For “directors” substitute “the designated members of the limited liability partnership”.

In sub-paragraph (c), for “meetings of the company and” substitute “a meeting of”.

Paragraph 7

sub-paragraph (1)

For “directors of a company” substitute “designated members of the limited liability partnership”.

In sub-paragraph (e)(iii), for “meetings of the company and” substitute “a meeting of”.

Paragraph 8

sub-paragraph (2)

For “meetings” substitute “meeting”.

For “are” substitute “is”.

Omit the words in parenthesis.

sub-paragraph (3)

For “either of those meetings” substitute “the meeting”.

For “those meetings were” substitute “that meeting was”.

Omit the words in parenthesis.

sub-paragraph (4)

For “either” substitute “the”.

sub-paragraph (6)(c)

For “one or both of the meetings” substitute “the meeting”.

Paragraph 9

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 12

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 20

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 24

sub-paragraph (2)

For “directors” substitute “designated members of the limited liability partnership”.

Paragraph 25

sub-paragraph (2)(c)

For “directors” substitute “designated members of the limited liability partnership”.

Paragraph 26

sub-paragraph (1)

Omit “, director”.

Paragraph 29

sub-paragraph (1)

For “meetings of the company and its creditors” substitute “a meeting of the creditors of the limited liability partnership”.

Paragraph 30

sub-paragraph (1)

For “meetings” substitute “meeting”.

new sub-paragraph (2A)

Insert new sub-paragraph (2A) as follows—

“(2A)

If modifications to the proposal are proposed at the meeting the chairman of the meeting shall, before the conclusion of the meeting, ascertain from the limited liability partnership whether or not it accepts the proposed modifications; and if at that conclusion the limited liability partnership has failed to respond to a proposed modification it shall be presumed not to have agreed to it.”.

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 31

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” substitute “limited liability partnership”.

For “those meetings” substitute “that meeting”.

Paragraph 32

sub-paragraph (2)

For sub-paragraphs (a) and (b) substitute “with the day on which the meeting summoned under paragraph 29 is first held.”.

Paragraph 36

sub-paragraph (2)

For sub-paragraph (2) substitute—

“(2)

The decision has effect if, in accordance with the rules, it has been taken by the creditors' meeting summoned under paragraph 29.”.

sub-paragraph (3)

Omit.

sub-paragraph (4)

Omit.

sub-paragraph (5)

Omit.

Paragraph 37

sub-paragraph (5)

For “each of the reports of the meetings” substitute “the report of the meeting”.

Paragraph 38

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'”.

sub-paragraph (5)

For “directors do” substitute “limited liability partnerships does”.

Paragraph 39

sub-paragraph (1)

For “one or both of the meetings” substitute “the meeting”.

Schedule B152

Paragraph 2

sub-paragraph (c)

For “company or its directors” substitute “limited liability partnership”.

Paragraph 8

sub-paragraph (1)(a)

For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.

Paragraph 9

Omit.

Paragraph 12

sub-paragraph (1)(b)

Omit.

Paragraph 22

For sub-paragraph (1) substitute—

“(1)

A limited liability partnership may appoint an administrator.”.

Omit sub-paragraph (2).

Paragraph 23

sub-paragraph (1)(b)

Omit “or its directors”.

Paragraph 42

sub-paragraph (2)

For “resolution may be passed for the winding up of” substitute “determination to wind up voluntarily may be made by”.

Paragraph 61

For paragraph 61 substitute—

“61.

The administrator has power to prevent any person from taking part in the management of the business of the limited liability partnership and to appoint any person to be a manager of that business.”.

Paragraph 62

At the end add the following—

“Subsections (3) and (4) of section 92 shall apply for the purposes of this paragraph as they apply for the purposes of that section.”.

Paragraph 83

sub-paragraph (6)(b)

For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.

sub-paragraph (8)(b)

For “passing of the resolution for voluntary winding up” substitute “determination to wind up voluntarily”.

sub-paragraph (8)(e)

For “passing of the resolution for voluntary winding up” substitute “determination to wind up voluntarily”.

Paragraph 87

sub-paragraph (2)(b)

Insert at the end “or”.

sub-paragraph (2)(c)

Omit “, or”.

sub-paragraph (2)(d)

Omit the words from “(d)” to “company”.

Paragraph 89

sub-paragraph (2)(b)

Insert at the end “or”.

sub-paragraph (2)(c)

Omit “, or”.

sub-paragraph (2)(d)

Omit the words from “(d)” to “company”.

Paragraph 91

sub-paragraph (1)(c)

Omit.

Paragraph 94

Omit.

Paragraph 95

For “to 94” substitute “and 93”.

Paragraph 97

sub-paragraph (1)(a)

Omit “or directors”.

Paragraph 103

sub-paragraph (5)

Omit.

Paragraph 105

Omit.”.

15.

In the entry relating to Schedule 10 to the 1986 Act (punishment of offences under this Act)53—

(a)

before the entry relating to section 85(2) insert—

“Provisions

Modifications

Section 6A(1)

In the entry relating to section 6A omit “members' or”.”,

(b)

after the entry relating to section 429(5) insert—

“Provisions

Modifications

Schedule A1, paragraph 9(2)

For “Directors” substitute “Designated Members”.

Schedule A1, paragraph 20(9)

For “Directors” substitute “Designated Members”.

Schedule B1, paragraph 27(4)

Omit “or directors”.

Schedule B1, paragraph 29(7)

Omit “or directors”.

Schedule B1, paragraph 32

Omit “or directors”.”.