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

CHAPTER 1 U.K. STRIKING OFF

Registrar's power to strike off defunct LLP U.K.

50.  Sections 1000 to 1002 apply to LLPs, modified so that they read as follows—

“1000.    Power to strike off LLP not carrying on business or in operation

(1) If the registrar has reasonable cause to believe that an LLP is not carrying on business or in operation, the registrar may send to the LLP [F1 a communication] inquiring whether the LLP is carrying on business or in operation.

(2) If the registrar does not within [F2 14 days of sending][F3 the communication] receive any answer to it, the registrar must within 14 days after the expiration of [F4 that period] send to the LLP [F3 a second communication referring to the first communication], and stating—

(a) that no answer to it has been received, and

(b) that if an answer is not received to the second [F5 communication] within [F6 14 days] from its date, a notice will be published in the Gazette with a view to striking the LLP's name off the register.

(3) If the registrar—

(a) receives an answer to the effect that the LLP is not carrying on business or in operation, or

(b) does not within [F7 14 days] after sending the second [F8 communication] receive any answer,

the registrar may publish in the Gazette, and send to the LLP F9 ..., a notice that at the expiration of [F10 2 months] from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.

(4) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.

(5) The registrar must publish notice in the Gazette of the LLP's name having been struck off the register.

(6) On the publication of the notice in the Gazette the LLP is dissolved.

(7) However—

(a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and

(b) nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register.

1001.    Duty to act in case of LLP being wound up

(1) If, in a case where an LLP is being wound up—

(a) the registrar has reasonable cause to believe—

(i) that no liquidator is acting, or

(ii) that the affairs of the LLP are fully wound up, and

(b) the returns required to be made by the liquidator have not been made for a period of six consecutive months,

the registrar must publish in the Gazette and send to the LLP or the liquidator (if any) a notice that at the expiration of [F11 2 months] from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.

(2) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.

(3) The registrar must publish notice in the Gazette of the LLP's name having been struck off the register.

(4) On the publication of the notice in the Gazette the LLP is dissolved.

(5) However—

(a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and

(b) nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register.

1002.    Supplementary provisions as to service of [F12 communication] or notice

[F13 (1)  If the registrar is not able to send a communication or notice under section 1000 or 1001 to an LLP, the communication may be sent to a member of the LLP at an address for that member that has been notified to the registrar by the LLP.]

(2) If there is no member of the LLP whose name and address are known to the registrar, the [F14 communication] or notice may be sent to each of the persons who subscribed the incorporation document (if their addresses are known to the registrar).

[F15 (3)  A notice to be sent to a liquidator under section 1001 may be sent to the address of the liquidator’s last known place of business or to an address specified by the liquidator to the registrar for the purpose of receiving notices, or notices of that kind.]

[F16 (4) In this section “address” includes a number or address used for the purposes of sending or receiving documents or information by electronic means.

(5) For the purposes of subsection (4) a document or information is sent or received by electronic means if it is—

(a) sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data, and

(b) entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means.

References to electronic means have a corresponding meaning.”].

Textual Amendments

F1 Words in reg. 50 substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(2)(a)

F2 Words in reg. 50 substituted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(2)(a)(i) (with reg. 3(1))

F3 Words in reg. 50 substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(2)(b)

F4 Words in reg. 50 substituted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(2)(a)(ii) (with reg. 3(1))

F5 Word in reg. 50 substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(2)(c)

F6 Words in reg. 50 substituted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(2)(a)(iii) (with reg. 3(1))

F7 Words in reg. 50 substituted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(2)(b)(i) (with reg. 3(1))

F8 Word in reg. 50 substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(2)(d)

F9 Words in reg. 50 omitted (11.7.2014) by virtue of The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(2)(e)

F10 Words in reg. 50 substituted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(2)(b)(ii) (with reg. 3(1))

F11 Words in reg. 50 substituted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(3) (with reg. 3(2))

F12 Word in reg. 50 substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(3)(a)

F13 Words in reg. 50 substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(3)(b)

F14 Word in reg. 50 substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(3)(c)

F15 Words in reg. 50 substituted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(3)(d)

F16 Words in reg. 50 inserted (11.7.2014) by The Companies (Striking Off) (Electronic Communications) Order 2014 (S.I. 2014/1602), arts. 1(1), 3(3)(e)

Voluntary striking off U.K.

51.  Sections 1003 to 1011 apply to LLPs, modified so that they read as follows—

“Striking off on application by LLP

1003.— (1) The registrar of companies may strike the LLP's name off the register on application by—

(a) a majority of the members of an LLP, or

(b) if there are only two such members, by both of them, or

(c) if there is only one remaining member of an LLP, by that member.

(2) The application must contain a declaration by the member or members making the application that neither section 1004 nor 1005 prevents the application from being made.

(3) The registrar may not strike an LLP off under this section until after the expiration of [F17 2 months] from the publication by the registrar in the Gazette of a notice—

(a) stating that the registrar may exercise the power under this section in relation to the LLP, and

(b) inviting any person to show cause why that should not be done.

(4) The registrar must publish notice in the Gazette of the LLP's name having been struck off.

(5) On the publication of the notice in the Gazette the LLP is dissolved.

(6) However—

(a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and

(b) nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register.

Circumstances in which application not to be made: activities of LLP

1004.— (1) An application under section 1003 (application for voluntary striking off) on behalf of an LLP must not be made if, at any time in the previous three months, the LLP has—

(a) changed its name,

(b) traded or otherwise carried on business,

(c) made a disposal for value of property or rights that, immediately before ceasing to trade or otherwise carry on business, it held for the purpose of disposal for gain in the normal course of trading or otherwise carrying on business, or

(d) engaged in any other activity, except one which is—

(i) necessary or expedient for the purpose of making an application under that section, or deciding whether to do so,

(ii) necessary or expedient for the purpose of concluding the affairs of the LLP, or

(iii) necessary or expedient for the purpose of complying with any statutory requirement.

(2) For the purposes of this section, an LLP is not to be treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.

(3) It is an offence for a person to make an application in contravention of this section.

(4) In proceedings for such an offence it is a defence for the accused to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.

(5) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.

Circumstances in which application not to be made: proceedings pending

1005.— (1) An application under section 1003 (application for voluntary striking off) on behalf of an LLP must not be made at a time when—

(a) an application to the court under Part 26 [F18 or 26A] has been made on behalf of the LLP for the sanctioning of a compromise or arrangement and the matter has not been finally concluded;

(b) a voluntary arrangement in relation to the LLP has been proposed under Part 1 of the Insolvency Act 1986 (c. 45) or Part 2 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)) and the matter has not been finally concluded;

(c) the LLP is in administration under Part 2 of that Act or Part 3 of that Order;

(d) paragraph 44 of Schedule B1 to that Act or paragraph 45 of Schedule B1 to that Order applies (interim moratorium on proceedings where application to the court for an administration order has been made or notice of intention to appoint administrator has been filed);

(e) the LLP is being wound up under Part 4 of that Act or Part 5 of that Order, whether voluntarily or by the court, or a petition under that Part for winding up of the LLP by the court has been presented and not finally dealt with or withdrawn;

(f) there is a receiver or manager of the LLP's property;

(g) the LLP's estate is being administered by a judicial factor.

(2) For the purposes of subsection (1)(a), the matter is finally concluded if—

(a) the application has been withdrawn,

(b) the application has been finally dealt with without a compromise or arrangement being sanctioned by the court, or

(c) a compromise or arrangement has been sanctioned by the court and has, together with anything required to be done under any provision made in relation to the matter by order of the court, been fully carried out.

(3) For the purposes of subsection (1)(b), the matter is finally concluded if—

(a) no meeting is to be summoned under section 3 of the Insolvency Act 1986 (c. 45) or Article 16 of the Insolvency (Northern Ireland) Order 1989,

(b) the meeting summoned under that section or Article fails to approve the arrangement with no, or the same, modifications,

(c) an arrangement approved by a meeting summoned under that section, or in consequence of a direction under section 6(4)(b) of that Act or Article 19(4)(b) of that Order, has been fully implemented, or

(d) the court makes an order under section 6(5) of that Act or Article 19(5) of that Order revoking approval given at a previous meeting and, if the court gives any directions under section 6(6) of that Act or Article 19(6) of that Order, the LLP has done whatever it is required to do under those directions.

(4) It is an offence for a person to make an application in contravention of this section.

(5) In proceedings for such an offence it is a defence for the accused to prove that he did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.

(6) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.

Copy of application to be given to members, employees etc

1006.— (1) A person who makes an application under section 1003 (application for voluntary striking off) on behalf of an LLP must secure that, within seven days from the day on which the application is made, a copy of it is given to every person who at any time on that day is—

(a) a member of the LLP,

(b) an employee of the LLP,

(c) a creditor of the LLP, or

(d) a manager or trustee of any pension fund established for the benefit of employees of the LLP.

(2) Subsection (1) does not require a copy of the application to be given to a member who is a party to the application.

(3) The duty imposed by this section ceases to apply if the application is withdrawn before the end of the period for giving the copy application.

(4) A person who fails to perform the duty imposed on him by this section commits an offence. If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated offence.

(5) In proceedings for an offence under this section it is a defence for the accused to prove that he took all reasonable steps to perform the duty.

(6) A person guilty of an offence under this section (other than an aggravated offence) is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.

(7) A person guilty of an aggravated offence under this section is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

Copy of application to be given to new members, employees, etc

1007.— (1) This section applies in relation to any time after the day on which an LLP makes an application under section 1003 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn.

(2) A person who is a member of the LLP at the end of a day on which a person (other than himself) becomes—

(a) a member of the LLP,

(b) an employee of the LLP,

(c) a creditor of the LLP, or

(d) a manager or trustee of any pension fund established for the benefit of employees of the LLP,

must secure that a copy of the application is given to that person within seven days from that day.

(3) The duty imposed by this section ceases to apply if the application is finally dealt with or withdrawn before the end of the period for giving the copy application.

(4) A person who fails to perform the duty imposed on him by this section commits an offence. If he does so with the intention of concealing the making of the application from the person concerned, he commits an aggravated offence.

(5) In proceedings for an offence under this section it is a defence for the accused to prove—

(a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 1003, or

(b) that he took all reasonable steps to perform the duty.

(6) A person guilty of an offence under this section (other than an aggravated offence) is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.

(7) A person guilty of an aggravated offence under this section is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

Copy of application: provisions as to service of documents

1008.— (1) The following provisions have effect for the purposes of—

• section 1006 (copy of application to be given to members, employees, etc), and

• section 1007 (copy of application to be given to new members, employees, etc).

(2) A document is treated as given to a person if it is—

(a) delivered to him, or

(b) left at his proper address, or

(c) sent by post to him at that address.

(3) For the purposes of subsection (2) and section 7 of the Interpretation Act 1978 (c. 30) (service of documents by post) as it applies in relation to that subsection, the proper address of a person is—

(a) in the case of a firm incorporated or formed in the United Kingdom, its registered or principal office;

(b) in the case of a firm incorporated or formed outside the United Kingdom—

(i) if it has a place of business in the United Kingdom, its principal office in the United Kingdom, or

(ii) if it does not have a place of business in the United Kingdom, its registered or principal office;

(c) in the case of an individual, his last known address.

(4) In the case of a creditor of the LLP a document is treated as given to him if it is left or sent by post to him—

(a) at the place of business of his with which the LLP has had dealings by virtue of which he is a creditor of the LLP, or

(b) if there is more than one such place of business, at each of them.

Circumstances in which application to be withdrawn

1009.— (1) This section applies where, at any time on or after the day on which an LLP makes an application under section 1003 (application for voluntary striking off) and before the day on which the application is finally dealt with or withdrawn—

(a) the LLP—

(i) changes its name,

(ii) trades or otherwise carries on business,

(iii) makes a disposal for value of any property or rights other than those which it was necessary or expedient for it to hold for the purpose of making, or proceeding with, an application under that section, or

(iv) engages in any activity, except one to which subsection (4) applies;

(b) an application is made to the court under Part 26 [F19 or 26A] on behalf of the LLP for the sanctioning of a compromise or arrangement;

(c) a voluntary arrangement in relation to the LLP is proposed under Part 1 of the Insolvency Act 1986 (c. 45) or Part 2 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19));

(d) an application to the court for an administration order in respect of the LLP is made under paragraph 12 of Schedule B1 to that Act or paragraph 13 of Schedule B1 to that Order;

(e) an administrator is appointed in respect of the LLP under paragraph 14 or 22 of Schedule B1 to that Act or paragraph 15 or 23 of Schedule B1 to that Order, or a copy of notice of intention to appoint an administrator of the LLP under any of those provisions is filed with the court;

(f) there arise any of the circumstances in which, under section 84(1) of that Act or Article 70 of that Order, the LLP may be voluntarily wound up;

(g) a petition is presented for the winding up of the LLP by the court under Part 4 of that Act or Part 5 of that Order;

(h) a receiver or manager of the LLP's property is appointed; or

(i) a judicial factor is appointed to administer the LLP's estate.

(2) A person who, at the end of a day on which any of the events mentioned in subsection (1) occurs, is a member of the LLP must secure that the LLP's application is withdrawn forthwith.

(3) For the purposes of subsection (1)(a), an LLP is not treated as trading or otherwise carrying on business by virtue only of the fact that it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.

(4) The excepted activities referred to in subsection (1)(a)(iv) are any activity necessary or expedient for the purposes of—

(a) making, or proceeding with, an application under section 1003 (application for voluntary striking off),

(b) concluding affairs of the LLP that are outstanding because of what has been necessary or expedient for the purpose of making, or proceeding with, such an application, or

(c) complying with any statutory requirement.

(5) A person who fails to perform the duty imposed on him by this section commits an offence.

(6) In proceedings for an offence under this section it is a defence for the accused to prove—

(a) that at the time of the failure he was not aware of the fact that the LLP had made an application under section 1003, or

(b) that he took all reasonable steps to perform the duty.

(7) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.

Withdrawal of application

1010.   An application under section 1003 is withdrawn by notice to the registrar.

Meaning of “creditor”

1011.   In this Chapter “creditor” includes a contingent or prospective creditor.”.

Textual Amendments

F17 Words in reg. 51 substituted (10.10.2015) by The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 (S.I. 2015/1695), regs. 1, 5(4) (with reg. 3(3))

F18 Words in reg. 51 inserted (16.2.2021) by The Limited Liability Partnerships (Amendment etc.) Regulations 2021 (S.I. 2021/60), regs. 1(1), 2, Sch. 3 para. 4(2) (with reg. 4(2))

F19 Words in reg. 51 inserted (16.2.2021) by The Limited Liability Partnerships (Amendment etc.) Regulations 2021 (S.I. 2021/60), regs. 1(1), 2, Sch. 3 para. 4(3) (with reg. 4(2))