UK Statutory Instrument SI 2009 United Kingdom

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

Read it on legislation.gov.uk (opens in a new tab)
Made under
Companies Act 2006
Enforced by
Companies House
Status
Amended (in force with amendments)
Penalty ceiling
Imprisonment 4 of 46 obligations carry an unlimited fine. 6 carry different penalties and 36 have no criminal penalty — flagged in the list below.

Does it bind you?

Business-side roles with duties under this instrument.

Any Person31 Director or Officer3 Trader2

Plus 10 duties on the regulator, Crown ministers and public bodies — folded into the section list below.

Other Acts binding the same actors

If a role above is yours, these are the other instruments that most often bind it.

Any Person — also bound by 2684 other Acts
Director or Officer — also bound by 482 other Acts
Companies Act 2006 126 duties
Trader — also bound by 864 other Acts
Companies Act 2006 244 duties
Companies Act 1985 85 duties

What it requires

Regulations creating concrete business duties or carrying penalties, grouped as the instrument is structured. Titles link to the source text — blue means you’re leaving for legislation.gov.uk.

Part 1

GENERAL INTRODUCTORY PROVISIONS

0 of 3 sections shown
3 other sections in this Part — procedural and definitional
s.001 Citation
s.002 Commencement
s.003 Interpretation
Part 1

INCORPORATION

0 of 1 section shown
1 other section in this Part — procedural and definitional
s.003 Statement of initial significant control
Part 2

FORMALITIES OF DOING BUSINESS

1 of 4 sections shown
s.004 Formalities of doing business under the law of England and Wales or Northern Ireland Prosecution
  • Fail to engrave LLP name on common seal or use unengraved sealAny Person

Fine up to £1,000

3 other sections in this Part — procedural and definitional
s.005 Formalities of doing business under the law of Scotland
s.006 Official seal for use abroad
s.007 Other matters
Part 3

AN LLP'S NAME

3 of 14 sections shown
s.011 Similarity to other name on registrar's index Prosecution
  • Fail to comply with direction to change LLP nameAny Person

Fine up to £1,000

s.012 Similarity to other name in which person has goodwill Regulated
Other duties (1) — Crown / regulator
  • Adjudicator must decide LLP name objections and publish reasons within 90 daysTribunal / Court
s.013 Provision of misleading information etc Prosecution
  • Fail to comply with direction to change LLP nameAny Person

Fine up to £1,000

11 other sections in this Part — procedural and definitional
s.008 Prohibited names and sensitive words and expressions
s.009 Permitted characters etc
s.009 Names containing computer code
s.009 Prohibitions on registration of names following direction
s.010 Inappropriate use of indications of company type or legal form
s.013 Direction to change name used for criminal purposes
s.013 Direction to change name wrongly registered
s.013 Registrar’s powers to change name
s.013 Exceptions based on national security etc
s.014 Requirement to disclose LLP name etc
s.015 Section 85 applies to LLPs, modified so that it reads...
Part 4

AN LLP'S REGISTERED OFFICE

1 of 2 sections shown
s.016 General Regulated
  • Ensure your LLP's registered office is always an appropriate addressDirector or Officer
1 other section in this Part — procedural and definitional
s.017 Welsh LLPs
Part 4

REGISTERED EMAIL ADDRESS

2 of 2 sections shown
s.017 Registered email addresses Regulated
  • Maintain an appropriate registered email address with Companies HouseAny Person
s.017 Registered email addresses - transitional provisions Regulated
  • Provide registered email address with first confirmation statementAny Person
Part 5

AN LLP'S MEMBERS

6 of 8 sections shown
s.017 Notification of information about members Regulated
  • Notify Companies House when members join, leave or change detailsAny Person
s.017 Prohibition on member acting unless ID verified Regulated
  • Verify identity before acting as an LLP memberTrader
s.017 Prohibition on acting unless membership notified Regulated
  • Do not act as LLP member until Companies House notifiedTrader
s.017 Duty to ensure disqualified person is not a member Regulated
  • Ensure disqualified members are removed from your LLPAny Person
s.017 Disqualified member Regulated
  • Disqualified persons must not become LLP membersDirector or Officer
s.019 Members' residential addresses: protection from disclosure Regulated
  • Do not disclose LLP members' home addresses except as permittedAny Person
2 other sections in this Part — procedural and definitional
s.018 Requirements for register of members
s.018 Sections 167A to 167E apply to LLPs , modified so...
Part 6

DEBENTURES

3 of 4 sections shown
s.020 General provisions Regulated
  • Register debenture allotments with Companies House within 2 monthsAny Person
s.021 Register of debenture holders Regulated
  • Keep register of debenture holders and allow inspection/copiesAny Person
s.022 Supplementary provisions Prosecution
  • Fail to provide copy of trust deed to debenture holderAny Person

Fine up to £1,000

1 other section in this Part — procedural and definitional
s.023 Sections 752 to 754 apply to LLPs, modified so that...
Part 7

CERTIFICATION AND TRANSFER OF DEBENTURES

3 of 6 sections shown
s.024 Issue of certificates etc on allotment Regulated
  • Complete and hold debenture certificates ready within two monthsAny Person
s.025 Transfer of debentures Regulated
  • Register or refuse debenture transfers within 2 monthsAny Person
s.027 Issue of certificates etc on transfer Regulated
  • Issue debenture certificates within two months of transferAny Person
3 other sections in this Part — procedural and definitional
s.026 Other matters
s.028 Issue of certificates etc on allotment or transfer to financial institution
s.029 Supplementary provisions
Part 8

ANNUAL CONFIRMATION BY LLP OF ACCURACY OF INFORMATION ON REGISTER

3 of 4 sections shown
s.030 Sections 853A to 853BA apply to LLPs , modified so... Regulated
  • File confirmation statement with Companies House every 12 monthsAny Person
s.030 Duty to notify a change in registered office and email address Regulated
  • Notify Companies House if registered office or email is unsuitableAny Person
s.031 Section 853L applies to LLPs , modified so that it... Prosecution
  • Fail to deliver LLP confirmation statement on timeAny Person

Unlimited fine

1 other section in this Part — procedural and definitional
s.031 Section 853I applies to LLPs , modified so that it...
Part 8

AN LLP’s REGISTER OF PEOPLE WITH SIGNIFICANT CONTROL

3 of 18 sections shown
s.031 Protection from disclosure Prosecution
  • Breach restrictions on using or disclosing PSC informationAny Person

Unlimited fine

s.031 Schedule 1A Regulated
Other duties (1) — Crown / regulator
  • Secretary of State must publish guidance on 'significant influence or control'Crown / Minister / Government department
s.031 Schedule 1B Regulated
  • Comply with information notices about interests in an LLPAny Person
15 other sections in this Part — procedural and definitional
s.031 Overview
s.031 Key terms
s.031 References to “confirmation” etc of information
s.031 Information gathering
s.031 Required particulars
s.031 Duty to notify registrar of persons with significant control
s.031 Identity verification obligations for persons with significant control
s.031 Register of people with significant control
s.031 Inspection and copies of the register
s.031 Supplementary provision regarding requests to inspect and copies of PSC register
s.031 Protected information
s.031 Removal of entries from the register
s.031 Power of court to rectify an LLP’s PSC register
s.031 Notification of changes to the registrar
s.031 Alternative method of record keeping
Part 9

LLP CHARGES

1 of 13 sections shown
s.032 Registration of charges Regulated
  • Register charges at Companies House within 21 daysDirector or Officer
12 other sections in this Part — procedural and definitional
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Part 10

ARRANGEMENTS, RECONSTRUCTIONS AND CROSS-BORDER MERGERS

2 of 3 sections shown
s.045 Arrangements and reconstructions : general Regulated
  • Provide explanatory statement to creditors/members for compromise or arrangementAny Person
s.045 Arrangements and reconstructions: LLPs in financial difficulty Prosecution
  • Fail to provide required explanatory statement for restructuring planAny Person

Unlimited fine

1 other section in this Part — procedural and definitional
s.046 Cross-border mergers
Part 11

FRAUDULENT TRADING

1 of 1 section shown
s.047 Offence of fraudulent trading Imprisonment
  • Carry on LLP business with intent to defraud creditorsAny Person
Part 12

PROTECTION OF MEMBERS AGAINST UNFAIR PREJUDICE

0 of 2 sections shown
2 other sections in this Part — procedural and definitional
s.048 Main provisions
s.049 Supplementary provision
Part 13

DISSOLUTION AND RESTORATION TO THE REGISTER

4 of 9 sections shown
s.050 Registrar's power to strike off defunct LLP Regulated
Other duties (1) — Crown / regulator
  • Registrar must follow statutory strike-off process before dissolving an LLPStatutory regulator
s.051 Voluntary striking off Regulated
  • Only apply to strike off your LLP if eligible, and notify all affected partiesAny Person
s.056 Administrative restoration to the register Regulated
Other duties (1) — Crown / regulator
  • Companies House must restore struck-off LLPs when statutory conditions are metStatutory regulator
s.058 Supplementary provisions Regulated
  • Change LLP name within 14 days if restored under registered numberAny Person
5 other sections in this Part — procedural and definitional
s.052 Property of dissolved LLP vesting as bona vacantia
s.053 Effect of Crown disclaimer: England and Wales and Northern Ireland
s.054 Effect of Crown disclaimer: Scotland
s.055 Supplementary provisions
s.057 Restoration to the register by the court
Part 14

OVERSEAS LLPS

0 of 1 section shown
1 other section in this Part — procedural and definitional
s.059 Trading disclosures
Part 15

THE REGISTRAR OF COMPANIES

7 of 12 sections shown
s.061 Certificates of incorporation Regulated
Other duties (1) — Crown / regulator
  • Registrar must publish notice of LLP incorporation certificatesStatutory regulator
s.062 Registered numbers Regulated
Other duties (1) — Crown / regulator
  • Registrar must allocate a registered number to every LLPCrown / Minister / Government department
s.063 Public notice of receipt of certain documents Regulated
Other duties (1) — Crown / regulator
  • Registrar must publish public notice of receipt of certain LLP documentsCrown / Minister / Government department
s.064 Annotation and unique identifiers Regulated
Other duties (1) — Crown / regulator
  • Registrar must annotate register on delivery, replacement or removalCrown / Minister / Government department
s.066 Inspection etc of the register Regulated
Other duties (1) — Crown / regulator
  • Companies House must allow public inspection and protect confidential register informationStatutory regulator
s.067 Correction or removal of material ... Regulated
  • Respond to Companies House notice to correct inconsistent filings within 14 daysAny Person
s.069 Supplementary provisions Prosecution
  • Submit misleading, false or deceptive information to Companies HouseAny Person

Unlimited fine

5 other sections in this Part — procedural and definitional
s.060 Provisions of general application
s.063 The register
s.065 Records relating to dissolved LLPs
s.068 Language requirements: translation
s.068 Identity verification: exemption on national security grounds etc
Part 16

OFFENCES

0 of 4 sections shown
4 other sections in this Part — procedural and definitional
s.070 Liability of member in default
s.071 Daily default fine
s.072 Consents for certain prosecutions
s.073 General provisions
Part 17

SUPPLEMENTARY PROVISIONS AND INTERPRETATION

3 of 11 sections shown
s.074 LLP records Regulated
  • Keep LLP records adequate, reproducible and safe from falsificationAny Person
s.076 Notice of appointment of judicial factor Regulated
  • Notify Companies House of judicial factor appointment, address and terminationAny Person
s.079 Business names Regulated
  • Stop using an LLP name after being ordered to change itAny Person
8 other sections in this Part — procedural and definitional
s.075 Service addresses
s.075 Communications in electronic form
s.077 Courts and legal proceedings
s.078 Requirements of this Act
s.079 Minor definitions
s.080 Regulations and orders
s.081 Section 1292 applies to LLPs for the purposes of these...
s.082 Continuity of the law
Part 18

TRANSITIONAL AND CONSEQUENTIAL PROVISIONS

0 of 3 sections shown
3 other sections in this Part — procedural and definitional
s.083 Transitional provisions: application of provisions of Companies Act 2006
s.084 Transitional provisions: Northern Ireland LLPs
s.085 Consequential amendments and revocations
Schedules

Schedules

3 of 57 shown
s.sch001 General false statement offence Regulated
  • Make false statement in document delivered to Companies HouseAny Person
s.sch001 Register of members' residential addresses Regulated
  • Keep a register of members' residential addressesAny Person
s.sch003 Incorporation by registration Regulated
Other duties (1) — Crown / regulator
  • Registrar must register LLP and issue incorporation certificateStatutory regulator
54 other schedules
s.sch001 Introduction
s.sch001 In determining under section 245(1) of the Companies Act 2006,...
s.sch001 Continuation of protection afforded by confidentiality orders under the 1985 Act
s.sch001 (1) A member in relation to whom a confidentiality order...
s.sch001 Where a confidentiality order under section 723B of the 1985...
s.sch001 Effect of pending application for confidentiality order
s.sch001 Annual returns
s.sch001 LLP charges
s.sch001 (1) Sections 862 and 880 of the Companies Act 2006...
s.sch001 (1) Sections 863 and 882 of the Companies Act 2006...
s.sch001 (1) Section 868 of the Companies Act 2006 (Northern Ireland:...
s.sch001 Execution of deeds etc
s.sch001 (1) Section 871 of the Companies Act 2006 (notice to...
s.sch001 (1) Sections 872 and 887 of the Companies Act 2006...
s.sch001 Property of dissolved LLP
s.sch001 Saving for applications to court made before 1st October 2009
s.sch001 Application to court for restoration to the register
s.sch001 (1) The following provisions apply where the LLP was dissolved...
s.sch001 Effect of restoration to the register where property has vested as bona vacantia
s.sch001 Provisions of general application
s.sch001 Certificates of incorporation
s.sch001 Annotation of the register
s.sch001 An LLP's name
s.sch001 Registrar's notice to resolve inconsistency on the register
s.sch001 Removal of material from the register
s.sch001 Provision and authentication by registrar of documents sent by electronic means
s.sch001 Forms
s.sch001 Offences
s.sch001 Fees
s.sch001 Sections 54 to 56 of the Companies Act 2006 (sensitive...
s.sch001 Particulars to be registered
s.sch001 Members: entries on the register of companies
s.sch001 Members' residential addresses: protection from disclosure
s.sch001 (1) Section 242(1) of the Companies Act 2006 (duty of...
s.sch002 Main transitional provisions
s.sch002 Applications for registration as Northern Ireland LLP
s.sch002 Further modification of Financial Services and Markets Act 2000 in relation to Northern Ireland LLPs
s.sch002 Extension of company investigation provisions to Northern Ireland LLPs
s.sch003 Incorporation document etc
s.sch003 Names and registered offices
s.sch003 Saving
s.sch003 General
s.sch003 Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090)
s.sch003 Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307)
s.sch003 Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911)
s.sch003 (1) In the provisions of the Companies Act 2006 listed...
s.sch003 Other revocations
s.sch003 Members
s.sch003 Designated members
s.sch003 Registration of membership changes
s.sch003 Insolvency and winding up
s.sch003 Parliamentary procedure for regulations
s.sch003 Interpretation of Act
s.sch003 Extent of Act

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