SCHEDULE 1How special administration applies to English/Welsh F3/Scottish LLPs
I41
This Schedule makes provision about how special administration applies to institutions which are formed as limited liability partnerships under the law of England and Wales F1or Scotland.
F52
In this Schedule—
a
the “LLPR 2001” means the Limited Liability Partnerships Regulations 2001;
b
the “LLP(S)R 2001” means the Limited Liability Partnerships (Scotland) Regulations 2001.
I13
The provisions of the IA 1986 mentioned in the first column of the Table apply to institutions which are formed as limited liability partnerships with the further modifications (in addition to any set out in the table in regulation 37) set out in the third column.
Provision | Subject | Modifications |
---|---|---|
Those mentioned in regulation 5(2) of the LLPR 2001 F2in relation to limited liability partnerships established under the law of England and Wales | Those set out in regulation 5(2) of the LLPR 2001 F2in relation to limited liability partnerships established under the law of England and Wales (except regulation 5(2)(f) of those Regulations). | |
F4Those mentioned in regulation 4(2) of the LLP(S)R 2001, in relation to limited liability partnerships established under the law of Scotland | Those set out in regulation 4(2) of the LLP (Scotland) Regulations (except regulation 4(2)(e) of those Regulations). | |
Section 74 | Liability as contributories of present and past members | To be read as if it were substituted with— |
| ||
Sections 76–78 | Contributories | Omitted. |
Section 79 | Meaning of “contributory” | To be read as if— (a) in subsection (1) for “every person” there were substituted— “every past and present member of the limited liability partnership”; (b) at the end of subsection (2), there were inserted— “or section 214A (adjustment of withdrawals)”. (c) subsection (3) were omitted. |
Section 83 | Companies registered under the Companies Act Part XXII, Chapter II | Omitted. |
Section 183 | Effect of execution or attachment | |
Section 187 | Power to make over assets to employees | Omitted. |
Section 194 | Resolutions passed at meetings | To be read as if after “contributories” there were inserted “or of the members of a limited liability partnership”. |
Section 214 | Wrongful trading | To be read as if after subsection (2), “but the court shall not” to the end of the subsection were omitted. |
After section 214 | Adjustment of withdrawals | The IA 1986 is to be read as if after section 214 there were inserted— |
| ||
Section 215 | Proceedings under section 213 or 214 | To be read as if— (a) in subsection (1) for “section 213 or 214” there were substituted “section 213, 214 or 214A”; (b) in subsection (2) for “either section” there were substituted “any of those sections”; (c) in subsection (4) for “either section” there were substituted “any of those sections”; (d) in subsection (5) for “sections 213 and 214” there were substituted “sections 213, 214 or 214A”. |
Section 218 | Prosecution of delinquent officers and members of company | To be read as if— (a) in subsection (1), for “officer, or any member, of the company” there were substituted “member of the limited liability partnership”; (b) in subsection (3) for “officer of the company, or any member of it,” there were substituted “member of the limited liability partnership”. |
Section 386 of and Schedule 6 (and Schedule 4 to the Pension Schemes Act 1993) | Preferential debts | To be read as if— (a) in subsection (1) “or an individual” were omitted; (b) in subsection (2) “or the individual” were omitted. |
Section 387 | “The relevant date” | To be read as if subsections (5) and (6) were omitted. |
Section 432 | Offences by bodies corporate | To be read as if in subsection (2) “, secretary” were omitted. |
Schedule B1, paragraph 42 | Moratorium on insolvency proceedings | To be read as if for sub-paragraph (2) there were substituted— “(2) No determination to wind up the limited liability partnership voluntarily may be made.” |
Schedule B1, paragraph 61 | Directors | To be read as if for paragraph 61 there were substituted— “61. The administrator may prevent any person from taking part in the management of the business of the limited liability partnership and may appoint any person to be a manager of that business.”. |
Schedule B1, paragraph 62 | Power to call meetings | To be read as if— (a) the existing provision were renumbered as sub-paragraph (1); (b) after that sub-paragraph there were inserted—
|
Schedule B1, paragraph 91 | Replacement | To be read as if sub-paragraph (1)(c) were omitted. |
Schedule B1, paragraph 105 | Majority decision of directors | Omitted. |
I24
The CDDA 1986 as applied and modified by these Regulations applies to institutions which are formed as limited liability partnerships with the further modifications set out in regulation 4(2) of and Part 2 of Schedule 2 to the LLPR 2001.
I35
The following legislation applies to institutions which are formed as limited liability partnerships with such modifications as the context requires—
a
to give effect to the IA 1986 as applied and modified by these Regulations—
i
the Insolvency Practitioners Regulations 200530;
ii
the Insolvency Practitioners (Recognised Professional Bodies) Order 198631;
iii
the Insolvency Proceedings Fees Order 200432;
iv
the Insolvency Practitioners Tribunal (Conduct of Investigations) Rules 198633, and
b
to give effect to the CDDA 1986 as applied and modified by these Regulations and the CA 2006—
i
the Insolvent Companies (Disqualification of Unfit Directors) Proceedings Rules 198734;
ii
the Uncertificated Securities Regulations 2001;
iii
the Insolvent Companies (Reports on Conduct of Directors) Rules 199635;
iv
the Insolvent Companies (Reports on Conduct of Directors) (Scotland) Rules 199636.
Word in Sch. 1 heading inserted (4.1.2024) by The Payment and Electronic Money Institution Insolvency (Amendment) Regulations 2023 (S.I. 2023/1399), regs. 1(2), 20(2)(a)