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

PART 3 U.K. AN LLP'S NAME

CHAPTER 1 U.K. GENERAL REQUIREMENTS

Prohibited names and sensitive words and expressions U.K.

8.   [F1 Sections 53 to 56A] apply to LLPs, modified so that they read as follows—

“Prohibited names

53.   An LLP must not be registered under the Limited Liability Partnerships Act 2000 (c. 12) by a name if, in the opinion of the Secretary of State—

(a) its use by the LLP would constitute an offence, or

(b) it is offensive.

[F2 Names for criminal purposes

53A.   An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name if, in the opinion of the Secretary of State, the registration of the LLP by that name is intended to facilitate—

(a) the commission of an offence involving dishonesty or deception, or

(b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.]

Names suggesting connection with government or public authority

54.— (1) The approval of the Secretary of State is required for an LLP to be registered under the Limited Liability Partnerships Act 2000 (c. 12) by a name that would be likely to give the impression that the LLP is connected with—

(a) Her Majesty's Government, any part of the Scottish Administration [F3 , the Welsh Assembly Government] or Her Majesty's Government in Northern Ireland,

(b) a local authority, or

(c) any public authority specified for the purposes of this section by regulations made by the Secretary of State.

(2) For the purposes of this section—

“local authority” means—

(a)

a local authority within the meaning of the Local Government Act 1972 (c. 70), the Common Council of the City of London or the Council of the Isles of Scilly,

(b)

a council constituted under section 2 of the Local Government etc (Scotland) Act 1994 (c. 39), or

(c)

a district council in Northern Ireland;

“public authority” includes any person or body having functions of a public nature.

(3) Regulations under this section are subject to affirmative resolution procedure.

Other sensitive words or expressions

55.— (1) The approval of the Secretary of State is required for an LLP to be registered under the Limited Liability Partnerships Act 2000 (c. 12) by a name that includes a word or expression for the time being specified in regulations made by the Secretary of State under this section.

(2) Regulations under this section are subject to approval after being made.

Duty to seek comments of government department or other specified body

56.— (1) The Secretary of State may by regulations under—

(a) section 54 (name suggesting connection with government or public authority), or

(b) section 55 (other sensitive words or expressions),

require that, in connection with an application for the approval of the Secretary of State under that section, the applicant must seek the view of a specified Government department or other body.

(2) Where such a requirement applies, the applicant must request the specified department or other body (in writing) to indicate whether (and if so why) it has any objections to the proposed name.

(3) Where a request under this section is made in connection with an application for the registration of an LLP under the Limited Liability Partnerships Act 2000 (c. 12), the application must—

(a) include a statement that a request under this section has been made, and

(b) be accompanied by a copy of any response received.

(4) Where a request under this section is made in connection with a change in an LLP's name, the notice of the change sent to the registrar must—

(a) include a statement by a designated member of the LLP that a request under this section has been made, and

(b) be accompanied by a copy of any response received.

(5) In this section “specified” means specified in the regulations.

[F4 Names suggesting connection with foreign governments etc

56A.   An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that, in the opinion of the Secretary of State, would be likely to give the false impression that the LLP is connected with—

(a) a foreign government or an agency or authority of a foreign government, or

(b) an international organisation whose members include two or more countries or territories (or their governments).”].

Textual Amendments

F1 Words in reg. 8 substituted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 6(2); S.I. 2024/269, reg. 2(a)

F2 Words in reg. 8 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 6(3); S.I. 2024/269, reg. 2(a)

F3 Words in reg. 8 inserted (14.12.2009) by The Limited Liability Partnerships (Amendment) (No. 2) Regulations 2009 (S.I. 2009/2995), regs. 1, 2(2)

F4 Words in reg. 8 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 6(4); S.I. 2024/269, reg. 2(a)

Permitted characters etc U.K.

9.  Section 57 applies to LLPs, modified so that it reads as follows—

57.    [F5 “Permitted characters etc

( 1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to the characters, signs or symbols and punctuation that may be used in a registered name apply to LLPs.

(2) Those provisions are—

(a) regulation 2 and Schedule 1, and

(b) any other provisions of those Regulations having effect for the purpose of those provisions.

(3) In those provisions as they apply to LLPs—

(a) for “company” substitute “ LLP ”, and

(b) for “the Act” substitute “ the Limited Liability Partnerships Act 2000 ”.

(4) An LLP may not be registered under the Limited Liability Partnerships Act 2000 by a name that consists of or includes anything that is not permitted in accordance with the provisions applied by this section.”].

Textual Amendments

F5 Words in reg. 9 substituted (31.1.2015) by The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17), reg. 1(1), Sch. 5 para. 2

[F6 Names containing computer code U.K.

9A.   Section 57A applies to LLPs, modified so it reads as follows—

57A.    “Names containing computer code

An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that, in the opinion of the Secretary of State, consists of or includes computer code.”]

Textual Amendments

F6 Reg. 9A inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 7; S.I. 2024/269, reg. 2(a)

[F7 Prohibitions on registration of names following direction U.K.

9B.   Sections 57B and 57C apply to LLPs, modified so that they read as follows—

57B.    “Prohibition on re-registering name following direction

(1) Where an LLP’s name has at any time been changed following a direction under section 67, 75, 76, 76A or 76B, or an order under section 73, the LLP must not subsequently be registered under the Limited Liability Partnerships Act 2000 by the original name or a name that is similar to it.

(2) But subsection (1) does not prevent the registration of the LLP by any name approved by the Secretary of State.

(3) In subsection (1)—

(a) the reference to the name of an LLP being changed following a direction under a particular section includes a case where a new name is determined for the LLP under section 76D because of its failure to comply with the direction;

(b) the reference to the name of an LLP being changed following an order under section 73 includes a case where a new name is determined for the LLP under section 73(4) because of its failure to comply with an order.

57C.    Name that another LLP or a company has been directed to change

(1) Where an LLP has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no other LLP may be registered under the Limited Liability Partnerships Act 2000 by that name or a name that is similar if—

(a) that LLP is an existing LLP and there is a person who has, or has had, a relevant relationship with both LLPs, or

(b) an application has been made for the registration of that LLP and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with both LLPs.

(2) Where a company has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no LLP may be registered under the Limited Liability Partnerships Act 2000 by that name or a name that is similar if—

(a) that LLP is an existing LLP and there is a person who has, or has had a relevant relationship with the company and the LLP, or

(b) an application has been made for registration of that LLP and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with the company and the LLP.

(3) But subsection (1) and (2) does not prevent the registration of the LLP by any name approved by the Secretary of State.

(4) For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both LLPs at the same time.

(5) For the purposes of subsection (2) it is irrelevant whether the person has, or has had, a relevant relationship with the LLP and the company at the same time.

(6) For the purposes of this section a person has a “relevant relationship”—

(a) with an LLP if the person is a member or former member,

(b) with a company if the person is—

(i) an officer, or

(ii) a member or former member.

(7) In subsection (1) and (2)—

(a) the reference to the name of an LLP or a company being changed following a direction under a particular section includes a case where a new name is determined—

(i) for a company under section 76D, or

(ii) for an LLP under section 76D, as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804, “the 2009 Regulations”),

because of its failure to comply with the direction;

(b) the reference to the name of a company being changed following an order under section 73 or the name of an LLP being changed following an order under section 73, as applied by the 2009 Regulations, includes a case where a new name is determined—

(i) for a company under section 73(4),

(ii) or for an LLP under section 73(4), as applied by the 2009 Regulations,

because of its failure to comply with an order.”]

Textual Amendments

F7 Reg. 9B inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 8; S.I. 2024/269, reg. 2(a)

Inappropriate use of indications of company type or legal form U.K.

10.  Section 65 applies to LLPs, modified so that it reads as follows—

65.    [F8 “Inappropriate use of indications of company type or legal form

(1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to inappropriate use of indications of company type or legal form apply to LLPs.

(2) Those provisions are—

(a) regulation 4 and Schedule 2, and

(b) any other provisions of those Regulations having effect for the purpose of those provisions.

(3) As applied to LLPs regulation 4 is modified so as to read as follows—

“Inappropriate indication of legal form: generally applicable provisions

4.— (1) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that includes in any part of the name—

(a) an expression or abbreviation specified in inverted commas in paragraph 3(a) to (o) or (r) to (y) in Schedule 2 (other than the abbreviation “LLP” or “PAC” (with or without full stops) at the end of its name), or

(b) an expression or abbreviation specified as similar.

(2) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that includes, immediately before the expression “LIMITED LIABILITY PARTNERSHIP” OR “PARTNERIAETH ATEBOLRWYDD CYFYNGEDIG” or the abbreviations “LLP” or “PAC”, an abbreviation specified in inverted commas in paragraph 3(y) of that Schedule (or any abbreviation specified as similar)”.”].

Textual Amendments

F8 Words in reg. 10 substituted (31.1.2015) by The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17), reg. 1(1), Sch. 5 para. 3

CHAPTER 2 U.K. SIMILARITY TO OTHER NAMES

Similarity to other name on registrar's index U.K.

11.  Sections 66 to 68 apply to LLPs, modified so that they read as follows—

66.    [F9 “Name not to be the same as another in the index

( 1) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that is the same as another name appearing in the registrar's index of company names.

(2) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 supplementing this section apply to LLPs.

(3) Those provisions are—

(a) regulation 7 and Schedule 3 (matters that are to be disregarded and words, expressions, signs and symbols that are to be regarded as the same),

(b) regulation 8 (consent to registration of a name which is the same as another in the registrar's index of company names), and

(c) any other provisions of those Regulations having effect for the purpose of those provisions.

(4) In regulation 8 as applied to LLPs—

(a) for “a company” or “the company” substitute “ an LLP ” or “the LLP”,

(b) for “Company Y” substitute “ LLP Y ”, and

(c) in paragraph (1), for “the Act” substitute “ the Limited Liability Partnerships Act 2000 ”.]

67.    Power to direct change of name in case of similarity to existing name

[F10 (1)] The Secretary of State may direct an LLP to change its name if it has been registered in a name that is the same as or, in the opinion of the Secretary of State, too like—

(a) a name appearing at the time of the registration in the registrar's index of company names, or

(b) a name that should have appeared in that index at that time.

[F11 (2) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates (so far as it relates to the LLP to which the direction is given).]

68.    Direction to change names: supplementary provisions

(1) The following provisions have effect in relation to a direction under section 67 (power to direct change of name in case of similarity to existing name).

(2) Any such direction—

(a) must be given within twelve months of the LLP's registration by the name in question, and

(b) must specify the period within which the LLP is to change its name.

[F12 (2A) The period must be a period of at least 28 days beginning with the date of the direction.]

(3) The Secretary of State may by a further direction extend that period. Any such direction must be given before the end of the period for the time being specified.

(4) A direction under section 67 or this section must be in writing.

(5) If an LLP fails to comply with the direction, an offence is committed by—

(a) the LLP, and

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

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”.

Textual Amendments

F9 Words in reg. 11 substituted (31.1.2015) by The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17), reg. 1(1), Sch. 5 para. 4

F10 Words in reg. 11 renumbered (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 9(2)(a); S.I. 2024/269, reg. 2(a)

F11 Words in reg. 11 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 9(2)(b); S.I. 2024/269, reg. 2(a)

F12 Words in reg. 11 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 9(3); S.I. 2024/269, reg. 2(a)

Similarity to other name in which person has goodwill U.K.

12.  Sections 69 to 74 apply to LLPs, modified so that they read as follows—

“Objection to LLP's registered name

69.— (1) A person (“the applicant”) may object to an LLP's registered name on the ground—

(a) that it is the same as a name associated with the applicant in which he has goodwill, or

(b) that it is sufficiently similar to such a name that its use in the United Kingdom [F13 or elsewhere] would be likely to mislead [F14 members of the public in the United Kingdom or elsewhere] by suggesting a connection between the LLP and the applicant.

(2) The objection must be made by application to a company names adjudicator (see section 70).

(3) The LLP concerned shall be the primary respondent to the application. [F15 Any member or person who was a member at the time at which the name was registered may be joined as a respondent.]

(4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show—

(a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill; or

F16 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) that the name was registered in the ordinary course of an LLP formation business and the LLP is available for sale to the applicant on the standard terms of that business; or

(d) that the name was adopted in good faith; or

(e) that the interests of the applicant are not adversely affected to any significant extent.

If none of those is shown, the objection shall be upheld.

(5) If the facts mentioned in subsection (4)(a)F17 ... or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.

(6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.

(7) In this section “goodwill” includes reputation of any description.

Company names adjudicators

70.— (1) The Secretary of State shall appoint persons to be company names adjudicators.

(2) The persons appointed must have such legal or other experience as, in the Secretary of State's opinion, makes them suitable for appointment.

(3) An adjudicator—

(a) holds office in accordance with the terms of his appointment,

(b) is eligible for re-appointment when his term of office ends,

(c) may resign at any time by notice in writing given to the Secretary of State, and

(d) may be dismissed by the Secretary of State on the ground of incapacity or misconduct.

(4) One of the adjudicators shall be appointed Chief Adjudicator. He shall perform such functions as the Secretary of State may assign to him.

(5) The other adjudicators shall undertake such duties as the Chief Adjudicator may determine.

(6) The Secretary of State may—

(a) appoint staff for the adjudicators;

(b) pay remuneration and expenses to the adjudicators and their staff;

(c) defray other costs arising in relation to the performance by the adjudicators of their functions;

(d) compensate persons for ceasing to be adjudicators.

Procedural rules

71.— (1) The Company Names Adjudicator Rules 2008 (S.I. 2008/1738) apply to LLPs.

(2) As they apply to LLPs, omit—

(a) in rule 3(6) (persons joined as respondent), the reference to a director of the primary respondent;

(b) rule 13(2) (registered office treated as address for service).

Decision of adjudicator to be made available to public

72.— (1) A company names adjudicator must, within 90 days of determining an application under section 69, make his decision and his reasons for it available to the public.

(2) He may do so by means of a website or by such other means as appear to him to be appropriate.

Order requiring name to be changed

73.— (1) If an application under section 69 is upheld, the adjudicator shall make an order—

(a) requiring the respondent LLP to change its name to one that is not an offending name, and

(b) requiring all the respondents—

(i) to take all such steps as are within their power to make, or facilitate the making, of that change, and

(ii) not to cause or permit any steps to be taken calculated to result in another LLP being registered with a name that is an offending name.

(2) An “offending name” means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely—

(a) to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or

(b) to give rise to a further application under section 69.

(3) The order must specify a date by which the respondent LLP's name is to be changed and may be enforced—

(a) in England and Wales or Northern Ireland, in the same way as an order of the High Court;

(b) in Scotland, in the same way as a decree of the Court of Session.

(4) If the respondent LLP's name is not changed in accordance with the order by the specified date, the adjudicator may determine a new name for the LLP.

(5) If the adjudicator determines a new name for the respondent LLP he must give notice of his determination—

(a) to the applicant,

(b) to the respondents, and

(c) to the registrar.

(6) For the purposes of this section an LLP's name is changed when the change takes effect in accordance with paragraph 5(4) in Part 1 of the Schedule to the Limited Liability Partnerships Act 2000 (c. 12) (on the issue of the certificate of the change of name).

[F18 (7) Where an order is made under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the order relates.]

Appeal from adjudicator's decision

74.— (1) An appeal lies to the court from any decision of a company names adjudicator to uphold or dismiss an application under section 69.

(2) Notice of appeal against a decision upholding an application must be given before the date specified in the adjudicator's order by which the respondent LLP's name is to be changed.

(3) If notice of appeal is given against a decision upholding an application, the effect of the adjudicator's order is suspended.

(4) If on appeal the court—

(a) affirms the decision of the adjudicator to uphold the application, or

(b) reverses the decision of the adjudicator to dismiss the application,

the court may (as the case may require) specify the date by which the adjudicator's order is to be complied with, remit the matter to the adjudicator or make any order or determination that the adjudicator might have made.

(5) If the court determines a new name for the LLP it must give notice of the determination—

(a) to the parties to the appeal, and

(b) to the registrar.”.

Textual Amendments

F13 Words in reg. 12 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 10(2)(a)(i); S.I. 2024/269, reg. 2(a)

F14 Words in reg. 12 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 10(2)(a)(ii); S.I. 2024/269, reg. 2(a)

F15 Words in reg. 12 substituted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 10(2)(b); S.I. 2024/269, reg. 2(a)

F16 Words in reg. 12 omitted (4.3.2024) by virtue of The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 10(2)(c); S.I. 2024/269, reg. 2(a)

F17 Word in reg. 12 omitted (4.3.2024) by virtue of The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 10(2)(d); S.I. 2024/269, reg. 2(a)

F18 Words in reg. 12 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 10(3); S.I. 2024/269, reg. 2(a)

CHAPTER 3 U.K. OTHER POWERS OF THE SECRETARY OF STATE [F19 AND THE REGISTRAR]

Textual Amendments

F19 Words in Pt. 3 Ch. 3 heading inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(1); S.I. 2024/269, reg. 2(a)

Provision of misleading information etc U.K.

13.  Sections 75 and 76 apply to LLPs, modified so that they read as follows—

“Provision of misleading information etc

75.— (1) If it appears to the Secretary of State—

(a) that misleading information has been given for the purposes of an LLP's registration by a particular name, or

(b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,

the Secretary of State may direct the LLP to change its name.

(2) Any such direction—

(a) must be given within five years of the LLP's registration by that name, and

(b) must specify the period within which the LLP is to change its name.

[F20 (2A) The period must be at least 28 days beginning with the date of the direction.]

(3) The Secretary of State may by a further direction extend the period within which the LLP is to change its name. Any such direction must be given before the end of the period for the time being specified.

(4) A direction under this section must be in writing.

[F21 (4A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.]

(5) If an LLP fails to comply with a direction under this section, an offence is committed by—

(a) the LLP, and

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

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Misleading indication of activities

76.— (1) If in the opinion of the Secretary of State the name by which an LLP is registered gives so misleading an indication of the nature of its activities as to [F22 pose a risk of harm to the public in the United Kingdom or elsewhere], the Secretary of State may direct the LLP to change its name.

[F23 (2)  The direction must be in writing and must specify the period within which the LLP is to change its name.

(2A) The period must be a period of at least 28 days beginning with the date of the direction.]

[F23 (3)  The Secretary of State may by further direction in writing extend the period. Any such direction must be given before the end of the period for the time being specified.]

[F24 (4)  An LLP may apply to the court to set aside a direction under subsection (1).

(4A) Any application under subsection (4) must be made within the period of three weeks beginning with the date of the direction.]

(5) The court may set the direction aside or confirm it. If the direction is confirmed, the court shall specify the period within which the direction is to be complied with.

[F25 (5A) If an LLP applies to the court under subsection (4) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing.]

[F26 (5B) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.]

(6) If an LLP fails to comply with a direction under [F27 subsection (1)], an offence is committed by—

(a) the LLP, and

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

(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”.

Textual Amendments

F20 Words in reg. 13 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(3)(a); S.I. 2024/269, reg. 2(a)

F21 Words in reg. 13 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(3)(b); S.I. 2024/269, reg. 2(a)

F22 Words in reg. 13 substituted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(4)(a); S.I. 2024/269, reg. 2(a)

F23 Words in reg. 13 substituted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(4)(b); S.I. 2024/269, reg. 2(a)

F24 Words in reg. 13 substituted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(4)(c); S.I. 2024/269, reg. 2(a)

F25 Words in reg. 13 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(4)(d); S.I. 2024/269, reg. 2(a)

F26 Words in reg. 13 inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(4)(e); S.I. 2024/269, reg. 2(a)

F27 Words in reg. 13 substituted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 11(4)(f); S.I. 2024/269, reg. 2(a)

[F28 Direction to change name used for criminal purposes U.K.

13A.   Section 76A applies to LLPs, modified so that it reads as follows—

76A.    “Power to direct change of name used for criminal purposes

(1) The Secretary of State may direct an LLP to change its name if it appears to the Secretary of State that the name has been used, or is intended to be used, by the LLP to facilitate—

(a) the commission of an offence involving dishonesty or deception, or

(b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.

(2) The direction must be in writing and must specify the period within which the LLP is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(4) The Secretary of State may by further direction in writing extend the period. Any such direction must be given before the end of the period for the time being specified.

(5) An LLP may apply to the court to set aside a direction under subsection (1).

(6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7) The court may set the direction aside or confirm it. If the direction is confirmed, the court shall specify the period within which the direction is to be complied with.

(8) If an LLP applies to the court under subsection (5) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing.

(9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10) If an LLP fails to comply with a direction under subsection (1), an offence is committed by—

(a) the LLP, and

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

(11) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”]

Textual Amendments

F28 Reg. 13A inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 12; S.I. 2024/269, reg. 2(a)

[F29 Direction to change name wrongly registered U.K.

13B.   Section 76B applies to LLPs, modified so that it reads as follows—

76B.    “Direction to change name wrongly registered

(1) The Secretary of State may direct an LLP to change its name if—

(a) it appears to the Secretary of State that the LLP’s registration by that name was in contravention of any requirement imposed by the provisions of this Part that are applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), or

(b) the Secretary of State did not, at the time at which the name was registered, form the opinion mentioned in section 53, 56A or 57A, but had proper grounds for doing so.

(2) The direction must be in writing and must specify the period within which the LLP is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(4) The Secretary of State may by further direction in writing extend the period. Any such direction must be given before the end of the period for the time being specified.

(5) An LLP may apply to the court to set aside a direction under subsection (1).

(6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7) On an application under subsection (5) the court may set the direction aside or confirm it.

(8) If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10) If an LLP applies to the court under subsection (5) to set aside a direction, the LLP is not required to comply with the direction while the proceedings are ongoing.

(11) If an LLP fails to comply with a direction under subsection (1), an offence is committed by—

(a) the LLP, and

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

(12) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”]

Textual Amendments

F29 Reg. 13B inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 13; S.I. 2024/269, reg. 2(a)

[F30 Registrar’s powers to change name U.K.

13C.   Sections 76C and 76D apply to LLPs, modified so that they read as follows—

76C.    “Registrar’s power to change name containing computer code

(1) Where, in the opinion of the registrar, an LLP’s registered name consists of or includes computer code, the registrar may—

(a) determine a new name for the LLP, and

(b) remove from the register any reference to the LLP’s old name.

(2) If the registrar determines a new name for an LLP under this section, the registrar must—

(a) give the LLP notice of the determination, and

(b) place a note of the determination in the register.

(3) Where an LLP is given a direction under section 76B to change its name—

(a) that does not affect the registrar’s power to act under subsection (1), but

(b) if the registrar does so, the direction lapses.

76D.    Registrar’s power to change name for failure to comply with direction

(1) Where an LLP fails to comply with a direction to change its name, the registrar may determine a new name for the LLP.

(2) The reference in subsection (1) to a direction to change an LLP’s name is to a direction under section 67, 75, 76, 76A or 76B.

(3) If the registrar determines a new name for an LLP under this section, the registrar must—

(a) give the LLP notice of the determination, and

(b) place a note of the determination in the register.”]

Textual Amendments

F30 Reg. 13C inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 14; S.I. 2024/269, reg. 2(a)

[F31 Exceptions based on national security etc U.K.

13D.   Section 76E applies to LLPs, modified so that it reads as follows—

76E.    “Exceptions based on national security etc

(1) Nothing in Part 5 that is applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804) prevents the registration of an LLP under the Limited Liability Partnerships Act 2000 by a name if the Secretary of State is satisfied that the registration of the LLP by that name is necessary—

(a) in the interests of national security, or

(b) for the purposes of preventing or detecting serious crime.

(2) For the purposes of subsection (1)(b)—

(a) “crime” means conduct which—

(i) constitutes a criminal offence, or

(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and

(b) crime is “serious” if—

(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or

(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.”]

Textual Amendments

F31 Reg. 13D inserted (4.3.2024) by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 15; S.I. 2024/269, reg. 2(a)

CHAPTER 4 U.K. TRADING DISCLOSURES

Requirement to disclose LLP name etc U.K.

14.  Sections 82 and 83 apply to LLPs, modified so that they read as follows—

82.    [F32 “Requirement to disclose LLP name etc

( 1) The provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 relating to Trading Disclosures apply to LLPs.

(2) As they apply to LLPs—

(a) read references to a company as references to an LLP;

(b) read references to a director as references to a member of an LLP;

(c) read references to an officer of a company as references to a designated member of an LLP;

(d) in regulation 25 (further particulars to appear in business letters, order forms and websites), for paragraphs (2)(d) to (f) and (3) substitute—

“(d) in the case of an LLP whose name ends with the abbreviation “llp”, “LLP”, “pac” or “PAC”, the fact that it is an LLP or a partneriaeth atebolrwydd cyfyngedig.”;

(e) in regulation 26 (disclosure of names of members)—

(i) at the beginning of paragraph (1) insert “ Subject to paragraph (3), ” and

(ii) after paragraph (2) insert—

“(3) Paragraph (1) does not apply in relation to any document issued by an LLP with more than 20 members which maintains at its principal place of business a list of the names of all the members if the document states in legible characters the address of the principal place of business of the LLP and that the list of the members' names is open to inspection at that place.

(4) Where an LLP maintains a list of the members' names for the purposes of paragraph (3), any person may inspect the list during office hours.”;

(f) omit regulation 28(3) (offences: shadow directors).

83.    Civil consequences of failure to make required disclosure

(1) This section applies to any legal proceedings brought by an LLP to which section 82 applies (requirement to disclose LLP name etc) to enforce a right arising out of a contract made in the course of a business in respect of which the LLP was, at the time the contract was made, in breach of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015.

(2) The proceedings shall be dismissed if the defendant (in Scotland, the defender) to the proceedings shows—

(a) that he has a claim against the claimant (pursuer) arising out of the contract that he has been unable to pursue by reason of the latter's breach of the regulations, or

(b) that he has suffered some financial loss in connection with the contract by reason of the claimant's (pursuer's) breach of the regulations,

unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.

(3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.”].

Textual Amendments

F32 Words in reg. 14 substituted (31.1.2015) by The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17), reg. 1(1), Sch. 5 para. 5

15.  Section 85 applies to LLPs, modified so that it reads as follows—

85.    [F33 “Minor variation in form of name to be left out of account

(1) For the purposes of this Chapter, in considering an LLP's name no account is to be taken of—

(a) whether upper or lower case characters (or a combination of the two) are used,

(b) whether diacritical marks or punctuation are present or absent,

provided there is no real likelihood of names differing only in those respects being taken to be different names.

(2) This does not affect the operation of provisions of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 permitting only specified characters or punctuation.”].

Textual Amendments

F33 Words in reg. 15 substituted (31.1.2015) by The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17), reg. 1(1), Sch. 5 para. 6