Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009
At a glance
Enforced by
What this Act requires
Sections that create concrete duties on businesses or carry penalties. Procedural and definitional sections are folded into the “Browse other sections” expander at the bottom of each group. Click any section title to read the source text on legislation.gov.uk.
Part 1 — GENERAL INTRODUCTORY PROVISIONS
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Commencement
Interpretation
Part 1A — INCORPORATION
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Statement of initial significant control
Part 2 — FORMALITIES OF DOING BUSINESS
Browse 4 other sections in this Part — procedural / definitional / commencement
Formalities of doing business under the law of England and Wales or Northern Ireland
Formalities of doing business under the law of Scotland
Official seal for use abroad
Other matters
Part 3 — AN LLP'S NAME
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Prohibited names and sensitive words and expressions
Permitted characters etc
Names containing computer code
Prohibitions on registration of names following direction
Inappropriate use of indications of company type or legal form
Similarity to other name on registrar's index
Similarity to other name in which person has goodwill
Provision of misleading information etc
Direction to change name used for criminal purposes
Direction to change name wrongly registered
Registrar’s powers to change name
Exceptions based on national security etc
Requirement to disclose LLP name etc
Section 85 applies to LLPs, modified so that it reads...
Part 4 — AN LLP'S REGISTERED OFFICE
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General
Welsh LLPs
Part 4A — REGISTERED EMAIL ADDRESS
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Registered email addresses
Registered email addresses - transitional provisions
Part 5 — AN LLP'S MEMBERS
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Notification of information about members
Prohibition on member acting unless ID verified
Prohibition on acting unless membership notified
Duty to ensure disqualified person is not a member
Disqualified member
Requirements for register of members
Sections 167A to 167E apply to LLPs , modified so...
Members' residential addresses: protection from disclosure
Part 6 — DEBENTURES
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General provisions
Register of debenture holders
Supplementary provisions
Sections 752 to 754 apply to LLPs, modified so that...
Part 7 — CERTIFICATION AND TRANSFER OF DEBENTURES
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Issue of certificates etc on allotment
Transfer of debentures
Other matters
Issue of certificates etc on transfer
Issue of certificates etc on allotment or transfer to financial institution
Supplementary provisions
Part 8 — ANNUAL CONFIRMATION BY LLP OF ACCURACY OF INFORMATION ON REGISTER
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Sections 853A to 853BA apply to LLPs , modified so...
Duty to notify a change in registered office and email address
Section 853I applies to LLPs , modified so that it...
Section 853L applies to LLPs , modified so that it...
Part 8A — AN LLP’s REGISTER OF PEOPLE WITH SIGNIFICANT CONTROL
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Overview
Key terms
References to “confirmation” etc of information
Information gathering
Required particulars
Duty to notify registrar of persons with significant control
Identity verification obligations for persons with significant control
Register of people with significant control
Inspection and copies of the register
Supplementary provision regarding requests to inspect and copies of PSC register
Protected information
Removal of entries from the register
Power of court to rectify an LLP’s PSC register
Notification of changes to the registrar
Alternative method of record keeping
Protection from disclosure
Schedule 1A
Schedule 1B
Part 9 — LLP CHARGES
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Registration of charges
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Part 10 — ARRANGEMENTS, RECONSTRUCTIONS AND CROSS-BORDER MERGERS
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Arrangements and reconstructions : general
Arrangements and reconstructions: LLPs in financial difficulty
Cross-border mergers
Part 11 — FRAUDULENT TRADING
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Offence of fraudulent trading
Part 12 — PROTECTION OF MEMBERS AGAINST UNFAIR PREJUDICE
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Main provisions
Supplementary provision
Part 13 — DISSOLUTION AND RESTORATION TO THE REGISTER
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Registrar's power to strike off defunct LLP
Voluntary striking off
Property of dissolved LLP vesting as bona vacantia
Effect of Crown disclaimer: England and Wales and Northern Ireland
Effect of Crown disclaimer: Scotland
Supplementary provisions
Administrative restoration to the register
Restoration to the register by the court
Supplementary provisions
Part 14 — OVERSEAS LLPS
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Trading disclosures
Part 15 — THE REGISTRAR OF COMPANIES
Browse 12 other sections in this Part — procedural / definitional / commencement
Provisions of general application
Certificates of incorporation
Registered numbers
Public notice of receipt of certain documents
The register
Annotation and unique identifiers
Records relating to dissolved LLPs
Inspection etc of the register
Correction or removal of material ...
Language requirements: translation
Identity verification: exemption on national security grounds etc
Supplementary provisions
Part 16 — OFFENCES
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Liability of member in default
Daily default fine
Consents for certain prosecutions
General provisions
Part 17 — SUPPLEMENTARY PROVISIONS AND INTERPRETATION
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LLP records
Service addresses
Communications in electronic form
Notice of appointment of judicial factor
Courts and legal proceedings
Requirements of this Act
Minor definitions
Business names
Regulations and orders
Section 1292 applies to LLPs for the purposes of these...
Continuity of the law
Part 18 — TRANSITIONAL AND CONSEQUENTIAL PROVISIONS
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Transitional provisions: application of provisions of Companies Act 2006
Transitional provisions: Northern Ireland LLPs
Consequential amendments and revocations
Schedules
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Introduction
In determining under section 245(1) of the Companies Act 2006,...
Continuation of protection afforded by confidentiality orders under the 1985 Act
(1) A member in relation to whom a confidentiality order...
Where a confidentiality order under section 723B of the 1985...
Effect of pending application for confidentiality order
Annual returns
LLP charges
(1) Sections 862 and 880 of the Companies Act 2006...
(1) Sections 863 and 882 of the Companies Act 2006...
(1) Section 868 of the Companies Act 2006 (Northern Ireland:...
Execution of deeds etc
(1) Section 871 of the Companies Act 2006 (notice to...
(1) Sections 872 and 887 of the Companies Act 2006...
Property of dissolved LLP
Saving for applications to court made before 1st October 2009
Application to court for restoration to the register
(1) The following provisions apply where the LLP was dissolved...
Effect of restoration to the register where property has vested as bona vacantia
Provisions of general application
Certificates of incorporation
Annotation of the register
An LLP's name
Registrar's notice to resolve inconsistency on the register
Removal of material from the register
General false statement offence
Provision and authentication by registrar of documents sent by electronic means
Forms
Offences
Fees
Sections 54 to 56 of the Companies Act 2006 (sensitive...
Particulars to be registered
Register of members' residential addresses
Members: entries on the register of companies
Members' residential addresses: protection from disclosure
(1) Section 242(1) of the Companies Act 2006 (duty of...
Main transitional provisions
Applications for registration as Northern Ireland LLP
Further modification of Financial Services and Markets Act 2000 in relation to Northern Ireland LLPs
Extension of company investigation provisions to Northern Ireland LLPs
Incorporation document etc
Names and registered offices
Saving
General
Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090)
Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307)
Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911)
(1) In the provisions of the Companies Act 2006 listed...
Other revocations
Incorporation by registration
Members
Designated members
Registration of membership changes
Insolvency and winding up
Parliamentary procedure for regulations
Interpretation of Act
Extent of Act
Enforcement and responsible bodies
The regulators that administer or enforce this legislation.
Registration and regulation of UK companies. Maintains the public register of companies, enforces filing requirements for annual accounts and confirmation statements. Gateway …
Connected legislation
parent Act
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Made under
Companies Act 2006 2006 Primary Act
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