The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016

3.  In Part 5 (an LLP’s members), before Chapter 2 (members’ residential addresses: protection from disclosure) insert—

“CHAPTER 1A OPTION TO KEEP INFORMATION ON THE CENTRAL REGISTER

18A.   Sections 167A to 167E(1) apply to LLPs, modified so that they read as follows—

“167A    Right to make an election

(1) An election may be made under this section in respect of a register of members or a register of members’ residential addresses (or both).

(2) The election may be made—

(a) by the proposed members of a proposed LLP, or

(b) by the LLP itself once it is formed and registered under the Limited Liability Partnerships Act 2000(2).

(3) The election is made by giving notice of election to the registrar.

(4) If the notice is given by proposed members of a proposed LLP, it must be given when the documents required to be delivered under section 2(3) of the Limited Liability Partnerships Act 2000 are delivered to the registrar.

167B    Effective date of election

(1) An election made under section 167A takes effect when the notice of election is registered by the registrar.

(2) The election remains in force until a notice of withdrawal sent by the LLP under section 167E is registered by the registrar.

167C    Effect of election on obligations under sections 162 and 165

(1) In the period during which an election under section 167A is in force, with respect to an LLP, the obligations set out in sections 162 and 165(1) do not apply to that LLP.

167D    Duty to notify registrar of changes

(1) The duty under subsection (2) applies during the period when an election under section 167A is in force.

(2) The LLP must deliver to the registrar—

(a) any information of which the LLP would during that period have been obliged to give notice under section 9 of the Limited Liability Partnerships Act 2000(4), had the election not been in force, and

(b) any statement that would have been required to accompany such a notice.

(3) The information (and any accompanying statement) must be delivered as soon as reasonably practicable after the LLP becomes aware of the information and, in any event, no later than the time by which the LLP would have been required under section 9 of the Limited Liability Partnerships Act 2000 to give notice of the information.

(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—

(a) in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale;

(b) in Scotland and 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.

167E    Withdrawing the election

(1) An LLP may withdraw an election made by or in respect of it under section 167A.

(2) Withdrawal is achieved by giving notice of withdrawal to the registrar.

(3) The withdrawal takes effect when the notice is registered by the registrar.

(4) The effect of withdrawal is that the LLP’s obligation under section 162 or (as the case may be) section 165 to keep and maintain a register of the relevant kind apply from then on with respect to the period going forward.

(5) The reference in subsection (4) to a register “of the relevant kind” is to a register (whether a register of members or a register of members’ usual residential addresses) of the kind in respect of which the election was made.

(6) This means that, when the withdrawal takes effect—

(a) the LLP must enter in that register all the information that is required to be contained in that register in respect of matters that are current as at that time, but

(b) the LLP is not required to enter in its register information relating to the period when the election was in force that is no longer current.””.

(1)

Sections 167A-E were inserted into the Companies Act 2006 (c.46) by the Small Business, Enterprise and Employment Act 2015 (c.26), paragraph 7 of Schedule 5.

(2)

2000 c.12.

(3)

Section 2 was amended by S.I. 2009/1804.

(4)

2000 c.12.