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

Changes over time for: Section 67

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67. Sections 1093 to 1098 apply to LLPs, modified so that they read as follows—

“1093. Registrar's notice to resolve inconsistency on the register

[F2(1) Where it appears to the registrar that the information contained in a document delivered to the registrar in relation to an LLP is inconsistent with other information contained in records kept by the registrar under section 1080, the registrar may give notice to the LLP to which the document relates—

(a)stating in what respects the information contained in it appears to be inconsistent with other information in records kept by the registrar under section 1080, and

(b)requiring the LLP, within the period of 14 days beginning with the date on which the notice is issued, to take all such steps as are reasonably open to it to resolve the inconsistency by delivering replacement or additional documents or in any other way.]

[F2(2) The notice must state the date on which it is issued.]

(3) If the necessary documents are not delivered within the period specified, an offence is committed by—

(a)the LLP, and

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

(4) A person guilty of an offence under subsection (3) 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 [F3one-tenth of level 5 on the standard scale][F3one-tenth of the greater of £5,000 or level 4 on the standard scale].

1094. [F4Removal of material from the register

(1) The registrar may remove from the register anything that appears to the registrar to be—

(a)a document, or material derived from a document, accepted under section 1073 (power to accept documents not meeting requirements for proper delivery), or

(b)unnecessary material as defined by section 1074.

(2) The power to remove material from the register under this section may be exercised—

(a)on the registrar’s own motion, or

(b)on an application made in accordance with the provisions applied to LLPs by section 1094A (further provision about removal of material from the register).

(3) The registrar may exercise the power to remove from the register anything the registration of which had legal consequences only if satisfied that the interest of the LLP, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.]

1094A. [F4Further provision about removal of material from the register

Part 3 (removal of material from the register) of the Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 (S.I. 2024/54) applies to LLPs, modified so that every reference to a company is read as if it were a reference to an LLP.

1094B. Power of court to make consequential orders following removal

(1) Where the registrar removes anything from the register otherwise than in pursuance of a court order, the court may, on an application by a person with sufficient interest, make such consequential orders as the court thinks fit as to the legal effects of the inclusion of the material on the register or its removal.

(2) In this section the reference to the registrar removing material from the register includes the registrar determining that anything purported to be delivered to the registrar under any enactment was not in fact delivered under an enactment and therefore does not form part of the register.]

F41095. Rectification of register on application to registrar

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F51095A. Rectification of register to resolve a discrepancy

(1) This section applies where—

(a)a discrepancy in information relating to an LLP is reported to the registrar under regulation 30A(2) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (requirement to report discrepancies in information about beneficial ownership), and

(b)the registrar determines, having investigated the discrepancy under regulation 30A(5) of those Regulations, that there is a discrepancy.

(2) The registrar may remove material from the register if doing so is necessary to resolve the discrepancy.]

1096. Rectification of the register under court order

(1) The registrar shall remove from the register any material—

(a)that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the LLP, or

(b)that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged,

and that the court directs should be removed from the register.

(2) The court order must specify what is to be removed from the register and indicate where on the register it is.

[F6(3) The court may make an order for the removal from the register of anything the registration of which had legal consequences only if satisfied that the interest of the LLP, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.]

(4) Where in such a case the court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

(5) A copy of the court's order must be sent to the registrar for registration.

[F7(5A) This section does not apply to any material delivered to the registrar under provisions of Part 15 that have been applied to LLPs.]

(6) This section does not apply where the court has other, specific, powers to deal with the matter, for example under—

F8(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)section [F9859M (rectification of register)].

1097. Powers of court on ordering removal of material from the register

(1) Where the court makes an order for the removal of anything from the register under section 1096 (rectification of the register), it may give directions under this section.

(2) It may direct that any note on the register that is related to the material that is the subject of the court's order shall be removed from the register.

(3) It may direct that its order shall not be available for public inspection as part of the register.

(4) It may direct—

(a)that no note shall be made on the register as a result of its order, or

(b)that any such note shall be restricted to such matters as may be specified by the court.

(5) The court shall not give any direction under this section unless it is satisfied—

(a)that—

(i)the presence on the register of the note or, as the case may be, of an unrestricted note, or

(ii)the availability for public inspection of the court's order,

may cause damage to the LLP, and

(b)that the LLP's interest in non-disclosure outweighs any interest of other persons in disclosure.

[F10[F111097A Rectification of register relating to LLP registered office

(1) The provisions of regulations 2 to 23 and 25 of the Registered Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/233) apply to LLPs with the modifications set out in paragraphs (2) to (7).

(2) For every reference in those Regulations to “company” substitute “LLP”.

(3) In regulation 2 (interpretation) in the definition of “the 2016 Regulations” after “Regulations 2016” insert “, as applied to LLPs by regulation 67 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, S.I. 2009/1804 prior the day on which regulation 39 of the Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234) comes into force”.

(4) For regulation 16 (suspension of duties about making records available for inspection) substitute—

“Suspension of duties about making records available for inspection

16.—(1) Where the registrar changes the address of an LLP’s registered office address from an address which is not a default address to a default address, the following duties do not apply in relation to the LLP during the suspension period (see paragraphs (2) and (3))—

(a)the duty under any of the following sections of the Act, as they are applied to LLPs, to make LLP records available for public inspection—

(i)section 162 (register of directors);

(ii)section 388 (accounting records);

(iii)section 743 (register of debenture holders);

(iv)sections 859P and 859Q (instruments creating and amending charges);

(b)the duty to display an LLP’s registered name at the LLP’s registered office under regulation 21(1)(a) of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17, “the 2015 Regulations”);

(c)the duty under regulation 25 of the 2015 Regulations to state information about the LLP’s registered office in descriptions of document or communication specified in regulation 25(1);

(d)the duty under regulation 27 of the 2015 Regulations to provide information about an LLP’s registered office on request to those persons the LLP deals with in the course of business.

(2) The “suspension period” means the period of 28 days beginning with the day on which the change referred to in paragraph (1) was made, unless an appeal is brought within that period.

(3) If an appeal is brought within that period, the “suspension period” is whichever of the following ends later—

(a)the period mentioned in paragraph (2), and

(b)the period beginning with the day on which the change is made and ending with—

(i)the end of the period of 7 days beginning with the day on which the appeal is finally determined,

(ii)the end of the period of 7 days beginning with the day on which a new address is registered at the direction of the court, or

(iii)the day on which the appeal is withdrawn.”.

(5) In regulation 21 (offence of failure to comply with regulation 20)—

(a)in paragraph (1)(b), for “officer” substitute “designated member”;

(b)omit paragraph (2).

(6) In regulation 22(5)(a) (striking off a company that fails to comply with regulation 20) omit “director, managing officer and”.

(7) For paragraph (1) of regulation 23 (restoration of struck-off company) substitute—

“(1) Sections 1024 to 1028 of the Act apply in relation to an LLP struck off under regulation 22 as they apply to an LLP struck off under section 1000 of the Act subject to the modification in paragraph (2).”.

(8) On an appeal under regulation 13 or 14, the court must direct the registrar to register such address as the registered office of the LLP as the court considers appropriate in all the circumstances of the case.]

1097B. [F12Rectification of register relating to LLP relevant persons' service addresses

(1) Regulations 2 to 19 of the Service Address (Rectification of Register) Regulations 2024 (S.I. 2024/235) apply to LLPs with the modifications set out in paragraphs (2) to (5).

(2) For every reference in those Regulations to “company” substitute “LLP”.

(3) In those Regulations—

(a)“registered service address” means, in relation to a relevant person), the address for the time being shown in the register as the person’s current service address;

(b)“relevant person” means—

(i)a member of an LLP that is not an overseas LLP (within the meaning of section 1051(3) (trading disclosures)), or

(ii)a registrable person or registrable relevant legal entity in relation to an LLP (within the meanings given by section 790C (key terms)); and

(c)“firm” has the meaning given by section 1173 (minor definitions: general).

(4) In regulation 6 (notice that registrar intends to change address to default address), for paragraph (4) substitute—

“(4) In paragraph (2)(a) “the applicable notice requirement” means (as applicable) section 9 of the Limited Liability Partnerships Act 2000, or sections 167D or 790ZA of the 2006 Act.”.

(5) In regulation 19 (offence for failure to comply with regulation 18)—

(a)in paragraph (1)(b) for “officer” substitute “designated member”;

(b)omit paragraph (2).

(6) On an appeal under regulation 13 or 14 of those Regulations, the court must direct the registrar to register such an address as the relevant person’s service address as the court considers appropriate in all the circumstances of the case.]

1097C. [F13Rectification of register relating to LLP relevant persons’ principal office addresses

(1) Regulations 2 to 19 of the Principal Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/236) apply to LLPs with the modifications set out in paragraphs (3) to (5).

(2) For every reference in those Regulations to “company” substitute “LLP”.

(3) In those Regulations—

(a)“address registered as the principal office” means, in relation to a relevant person), the address for the time being shown in the register as the relevant person’s current principal office;

(b)“relevant person” means—

(i)a member of an LLP that is not an overseas LLP (within the meaning of section 1051(3) (trading disclosures)),

(ii)a registrable relevant legal entity in relation to an LLP (within the meaning given by section 790C (key terms)), or

(iii)a registrable person in relation to an LLP (within the meaning given by section 790C (key terms)) who falls within section 790C(12) so applied; and

(c)“firm” has the meaning given by section 1173 (minor definitions: general).

(4) In regulation 6 (notice that registrar intends to change address to default address), for paragraph (4) substitute—

“(4) In paragraph (2)(a) “the applicable notice requirement” means (as applicable) section 9 of the Limited Liability Partnerships Act 2000, or sections 167D or 790ZA of the 2006 Act.”.

(5) In regulation 19 (offence for failure to comply with regulation 18)—

(a)in paragraph (1)(b) for “officer” substitute “designated member”;

(b)omit paragraph (2).

(6) On an appeal under regulation 13 or 14, the court must direct the registrar to register such an address as the relevant person’s service address as the court considers appropriate in all the circumstances of the case.]