PART 5U.K.AN LLP'S MEMBERS

CHAPTER 1U.K.REGISTER OF MEMBERS

[F1Disqualified memberU.K.

17ZC.  Section 159A applies to LLPs, modified so that it reads as follows—

159A.    “Disqualified person cannot become a member of an LLP

(1) A person may not become a member of an LLP if the person is disqualified under the directors disqualification legislation (see subsection (2)).

(2) In the table—

(a)Part 1 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to—

(i)an company registered in England and Wales or Scotland, or

(ii)the delivery of a document to the registrar of companies for England and Wales or Scotland or a statement contained in such a document;

(b)Part 2 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to—

(i)an company registered in Northern Ireland, or

(ii)the delivery of a document to the registrar of companies for Northern Ireland or a statement contained in such a document.

For those purposes a person (P) is disqualified under the directors disqualification legislation if:Except in the application of the provision in relation to P acting in a capacity, or doing anything, for which P has the permission of a court or the authority of a licence, or in respect of which an exception applies, by virtue of:
Part 1: England and Wales and Scotland
P is subject to a disqualification order or undertaking under the Company Directors Disqualification Act 1986 (c. 46).Section 1(1), 1A(1) or 9B(4) of the 1986 Act.
Any of the circumstances mentioned in section 11 of the Company Directors Disqualification Act 1986 (bankruptcy etc) apply to P.Section 11 of the 1986 Act.
P is subject to director disqualification sanctions within the meaning of section 11A of the Company Directors Disqualification Act 1986.Section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018 (c. 13) (exceptions and licences)
Section 12 of the Company Directors Disqualification Act 1986 (disabilities on revocation of administration order against an individual) applies to P.Section 12 of the 1986 Act.
P is subject to a disqualification order or undertaking mentioned in section 12A or 12B of the Company Directors Disqualification Act 1986 (recognition of Northern Ireland disqualification orders and undertakings).Section 12A or 12B of the 1986 Act.
P is disqualified as mentioned in section 1184(2)(a) or (b) or is subject to a disqualification undertaking under section 1184(3).Section 1184(5).
Part 2: Northern Ireland
P is subject to a disqualification order or undertaking under the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)).Section 1(1), 1A(1) or 9B(4) of the 1986 Act.
Any of the circumstances mentioned in Article 15 of the Company Directors Disqualification (Northern Ireland) Order 2002 (bankruptcy etc) apply to P.Section 11 of the 1986 Act.
P is subject to director disqualification sanctions within the meaning of Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002.Section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018 (exceptions and licences).
Article 16 of the Company Directors Disqualification (Northern Ireland) Order 2002 (disabilities on revocation of administration order against an individual) applies to P.Article 16 of the 2002 Order.
P is subject to a disqualification order or undertaking mentioned in Article 17 of the Company Directors Disqualification (Northern Ireland) Order 2002 (recognition of GB disqualification orders and undertakings).Article 17 of the 2002 Order.
P is disqualified as mentioned in section 1184(2)(a) or (b) or is subject to a disqualification undertaking under section 1184(3).Section 1184(5).

(3) Nothing in this section affects any liability of a person under any provision of the Limited Liability Partnerships Act 2000 or any other enactment if the person purports to act as a member of an LLP.”]

Textual Amendments

[F2Alternative method of record-keepingU.K.

17A.  Section 161A applies to LLPs, modified so that it reads as follows—

161A    “Alternative method of record-keeping

Sections 162 to 165 must be read with Chapter 1A (which allows for an alternative method of record-keeping in the case of LLPs).”]

Textual Amendments

[F3Duty to ensure disqualified person is not a memberU.K.

17B.  Section 169A applies to LLPs, modified so that it reads as follows—

169A.    “Duty to remove disqualified members

(1) The members of an LLP must take any steps that are necessary to ensure that any member of the LLP who becomes disqualified under the directors disqualification legislation (see section 159A(2)) ceases to be a member of the LLP.

(2) Nothing in this section affects any liability of a person under any provision of the Limited Liability Partnerships Act 2000 or any other enactment, if, having ceased to hold office by virtue of subsection (1), the person purports to act as a member of an LLP.

(3) In relation to a person who became a member of an LLP before the time when regulation 19 of the Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234) comes into force, the reference in subsection (1) to a person who becomes disqualified includes a reference to a person who, at that time, is already disqualified.

(4) If the members fail to comply with this section an offence is committed by each member of the LLP who is in default.

(5) Where any such offence is committed by a member that is a legal entity, any officer of the member also commits the offence if—

(a)the officer is an individual who is in default, or

(b)the officer is a legal entity that is in default and one of its officers is in default.

(6) 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.

(7) A member is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.”]

Textual Amendments

Requirements for register of membersU.K.

18.  Sections 162 to 165 apply to LLPs, modified so that they read as follows—

“Register of members

162.—(1) Every LLP must keep a register of its members.

(2) The register must contain the required particulars (see sections 163 and 164) of each person who is a member of the LLP.

(3) The register must be kept available for inspection—

(a)at the LLP's registered office, or

(b)at a place specified in Part 2 of the Companies (Company Records) Regulations 2008 (S.I. 2008/3006).

(4) The LLP must give notice to the registrar—

(a)of the place at which the register is kept available for inspection, and

(b)of any change in that place,

unless it has at all times been kept at the LLP's registered office.

(5) The register must be open to the inspection—

(a)of any member of the LLP without charge, and

(b)of any other person on payment of the fee prescribed by regulation 2(a) of the Companies (Fees for Inspection of Company Records) Regulations 2008 (S.I. 2008/3007).

(6) If default is made in complying with subsection (1), (2) or (3) or if default is made for 14 days in complying with subsection (4), or if an inspection required under subsection (5) is refused, 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 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [F4one-tenth of level 5 on the standard scale][F4one-tenth of the greater of £5,000 or level 4 on the standard scale].

(8) In the case of a refusal of inspection of the register, the court may by order compel an immediate inspection of it.

Particulars of members to be registered: individuals

163.—(1) An LLP's register of members must contain the following particulars in the case of an individual—

(a)name and any former name;

(b)a service address;

(c)the country or state (or part of the United Kingdom) in which he is usually resident;

(d)date of birth;

(e)whether he is a designated member.

(2) For the purposes of this section “name” means a person's Christian name (or other forename) and surname, except that in the case of—

(a)a peer, or

(b)an individual usually known by a title,

the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.

(3) For the purposes of this section a “former name” means a name by which the individual was formerly known for business purposes. Where a person is or was formerly known by more than one such name, each of them must be stated.

(4) It is not necessary for the register to contain particulars of a former name in the following cases—

(a)in the case of a peer or an individual normally known by a British title, where the name is one by which the person was known previous to the adoption of or succession to the title;

(b)in the case of any person, where the former name—

(i)was changed or disused before the person attained the age of 16 years, or

(ii)has been changed or disused for 20 years or more.

(5) A person's service address may be stated to be “The LLP's registered office”.

Particulars of members to be registered: corporate members and firms

164.  An LLP's register of members must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed—

(a)corporate or firm name;

(b)registered or principal office;

[F5(c)in the case of a limited company that is a UK-registered company, the registered number;]

(d)in any other case, particulars of—

(i)the legal form of the company or firm and the law by which it is governed, and

(ii)if applicable, the register in which it is entered (including details of the state) and its registration number in that register;

(e)whether it is a designated member.

Register of members' residential addresses

165.—(1) Every LLP must keep a register of members' residential addresses.

(2) The register must state the usual residential address of each of the LLP's members.

(3) If a member's usual residential address is the same as his service address (as stated in the LLP's register of members), the register of members' residential addresses need only contain an entry to that effect. This does not apply if his service address is stated to be “The LLP's registered office”.

(4) If default is made in complying with this section, an offence is committed by—

(a)the LLP, and

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

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

(6) This section applies only to members who are individuals, not where the member is a body corporate or a firm that is a legal person under the law by which it is governed.”.

Textual Amendments