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

PART 8 AN LLP’S ANNUAL RETURN

Contents and delivery of LLP’s annual return

30.  Sections 854, 855 and 855A(1) apply to LLPs, modified so that they read as follows—

“Duty to deliver annual returns

854.— (1) Every LLP must deliver to the registrar successive annual returns each of which is made up to a date not later than the date that is from time to time the LLP’s return date.

(2) The LLP’s return date is—

(a) the anniversary of the LLP’s incorporation, or

(b) if the LLP’s last return delivered in accordance with this Part was made up to a different date, the anniversary of that date.

(3) Each return must—

(a) contain the information required by or under the following provisions of this Part, and

(b) be delivered to the registrar within 28 days after the date to which it is made up.

Contents of annual return: general

855.— (1) Every annual return must state the date to which it is made up and contain the following information—

(a) the address of the LLP’s registered office;

(b) the required particulars of the members of the LLP (see section 855A);

(c) if any LLP records are kept at a place other than the LLP’s registered office, the address of that place and the records that are kept there.

(2) In this Part, “return period”, in relation to an annual return, means the period beginning immediately after the date to which the last return was made up (or, in the case of the first return, with the incorporation of the LLP) and ending with the date to which the return is made up.

Required particulars of members

855A.— (1) For the purposes of section 855(1)(b) the required particulars of a member are—

(a) where the member is an individual, the particulars required by section 163 to be entered in the register of members (subject to subsection (2) below); and

(b) where the member is a body corporate or a firm that is a legal person under the law by which it is governed, the particulars required by section 164 to be entered in the register of members.

(2) The former name of a member who is an individual is a required particular in relation to an annual return only if the member was known by the name for business purposes during the return period.”.

31.  Section 858(2) applies to LLPs, modified so that it reads as follows—

“Failure to deliver annual return

858.— (1) If an LLP fails to deliver an annual return before the end of the period of 28 days after a return date, an offence is committed by—

(a) the LLP, and

(b) subject to subsection (4), every designated member of the LLP.

(2) A person guilty of an offence under subsection (1) 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.

(3) The contravention continues until such time as an annual return made up to that return date is delivered by the LLP to the registrar.

(4) It is a defence for a designated member charged with an offence under subsection (1)(b) to prove that he took all reasonable steps to avoid the commission or continuation of the offence.

(5) In the case of continued contravention, an offence is also committed by every designated member of the LLP who did not commit an offence under subsection (1) in relation to the initial contravention but is in default in relation to the continued contravention.

A person guilty of an offence under this subsection is liable on summary conviction to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and he is in default.”.

(1)

Section 855 was amended by regulations 2 to 4 of S.I. 2008/3000. Section 855A was inserted by regulation 2(2) of S.I. 2008/3000.

(2)

Section 858 was amended by regulation 8(1) of S.I. 2008/3000.