Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 [SI 2009 No. 1804]

Version status: In force | Document consolidation status: Updated to reflect all known changes

Published date: 8 July 2009

Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 [SI 2009 No. 1804]

	Introductory Text
	Part 1 General Introductory provisions (regs. 1-3)
	Regulation 1 Citation
	Regulation 2 Commencement
	Regulation 3 Interpretation
	Part 1A Incorporation (reg. 3A)
	Regulation 3A Statement of initial significant control
	Part 2 Formalities of doing business (regs. 4-7)
	Regulation 4 Formalities of doing business under the law of England and Wales or Northern Ireland
	Regulation 5 Formalities of doing business under the law of Scotland
	Regulation 6 Official seal for use abroad
	Regulation 7 Other matters
	Part 3 An LLP'S name (regs. 8-15)
	Chapter 1 General Requirements (regs. 8-10)
	Regulation 8 Prohibited names and sensitive words and expressions
	Regulation 9 Permitted characters etc
	Regulation 9A Names containing computer code
	Regulation 9B Prohibitions on registration of names following direction
	Regulation 10 Inappropriate use of indications of company type or legal form
	Chapter 2 Similarity to other names (regs. 11-12)
	Regulation 11 Similarity to other name on registrar's index
	Regulation 12 Similarity to other name in which person has goodwill
	Chapter 3 Other powers of the Secretary of State (reg. 13 and draft regs. 13A-13C)
	Regulation 13 Provision of misleading information etc
	Regulation 13A Direction to change name used for criminal purposes
	Regulation 13B Direction to change name wrongly registered
	Regulation 13C Registrar's powers to change name
	Regulation 13C Exceptions based on national security etc
	Chapter 4 Trading Disclosures (regs. 14-15)
	Requirement to disclose LLP name etc (regs. 14-15)
	Regulation 14
	Regulation 15
	Part 4 An LLP'S registered office (regs. 16-17)
	⚠ Regulation 16 General
	Regulation 17 Welsh LLPs
	Part 4A Registered email address (regs. 17ZA-17ZB)
	Regulation 17ZA Registered email addresses
	Regulation 17ZB Registered email addresses - transitional provisions
	Part 5 An LLP'S members (regs. 17A-19)
	Chapter 1 Register of members (regs. 17A-18)
	⚠ Regulation 17ZC Disqualified member
	Regulation 17A Alternative method of record-keeping
	Regulation 17B Duty to ensure disqualified person is not a member
	Regulation 18 Requirements for register of members
	Chapter 1A Option to keep information on the central register (reg. 18A)
	Regulation 18A
	Chapter 2 Members' residential addresses: protection from disclosure (reg. 19)
	⚠ Regulation 19 Members' residential addresses: protection from disclosure
	Part 6 Debentures (regs. 20-23)
	Regulation 20 General provisions
	Regulation 21 Register of debenture holders
	Supplementary provisions (regs. 22-23)
	Regulation 22
	Regulation 23
	Part 7 Certification and transfer of debentures (regs. 24-29)
	Regulation 24 Issue of certificates etc on allotment
	Regulation 25 Transfer of debentures
	Regulation 26 Other matters
	Regulation 27 Issue of certificates etc on transfer
	Regulation 28 Issue of certificates etc on allotment or transfer to financial institution
	Regulation 29 Supplementary provisions
	Part 8 Annual Confirmation by LLP of Accuracy of Information on Register (regs. 30-31ZA)
	Regulation 30
	Regulation 30A Duty to notify a change in registered office and email address
	Regulation 31
	Regulation 31ZA
	Part 8A an LLP's register of people with significant control (regs. 31A-31N)
	Regulation 31A Overview
	Regulation 31B Key terms
	Regulation 31C Information gathering
	⚠ Regulation 31D Required particulars
	Regulation 31E Register of people with significant control
	Regulation 31F Inspection and copies of the register
	Regulation 31G Supplementary provision regarding requests to inspect and copies of PSC register
	Regulation 31H Protected information
	Regulation 31I Removal of entries from the register
	Regulation 31J Power of court to rectify an LLP's PSC register
	Regulation 31JA Notification of changes to the registrar
	Regulation 31K Alternative method of record keeping
	⚠ Regulation 31L Protection from disclosure
	Regulation 31M Schedule 1A
	Regulation 31N Schedule 1B
	Part 9 LLP Charges (regs. 32-44)
	Regulation 32 Registration of charges
	Chapter 1 LLPS registered in England and Wales or in Northern Ireland (regs. 33-38)
	Regulation 33 Special rules about debentures
	Regulation 34 Charges in other jurisdictions
	Regulation 35 Orders charging land: Northern Ireland
	Regulation 36 The register of charges
	Regulation 37 Avoidance of certain charges
	Regulation 38 LLPs' records and registers
	Chapter 2 LLPS registered in Scotland (regs. 39-44)
	Regulation 39 Charges requiring registration
	Regulation 40 Special rules about debentures
	Regulation 41 Charges on property outside the United Kingdom
	Regulation 42 The register of charges
	Regulation 43 Avoidance of certain charges
	Regulation 44 LLPs' records and registers
	Part 10 Arrangements, reconstructions and cross-border mergers (regs. 45-46)
	Regulation 45 Arrangements and reconstructions: general
	Regulation 45A Arrangements and reconstructions: LLPs in financial difficulty
	Regulation 46 Cross-border mergers
	Part 11 Fraudulent trading (reg. 47)
	Regulation 47 Offence of fraudulent trading
	Part 12 Protection of members against unfair prejudice (regs. 48-49)
	Regulation 48 Main provisions
	Regulation 49 Supplementary provision
	Part 13 Dissolution and restoration to the register (regs. 50-58)
	Chapter 1 Striking off (regs. 50-51)
	Regulation 50 Registrar's power to strike off defunct LLP
	⚠ Regulation 50A Registrar's power to strike off LLP registered on false basis
	Regulation 51 Voluntary striking off
	Chapter 2 Property of dissolved LLP (regs. 52-55)
	Regulation 52 Property of dissolved LLP vesting as bona vacantia
	Regulation 53 Effect of Crown disclaimer: England and Wales and Northern Ireland
	Regulation 54 Effect of Crown disclaimer: Scotland
	Regulation 55 Supplementary provisions
	Chapter 3 Restoration to the register (regs. 56-58)
	⚠ Regulation 56 Administrative restoration to the register
	⚠ Regulation 57 Restoration to the register by the court
	Regulation 58 Supplementary provisions
	Part 14 Overseas LLPS (reg. 59)
	Regulation 59 Trading disclosures
	Part 15 The registrar of Companies (regs. 60-69)
	Regulation 60 Provisions of general application
	Regulation 61 Certificates of incorporation
	Regulation 62 Registered numbers
	Regulation 63 Public notice of receipt of certain documents
	Regulation 63A The register
	⚠ Regulation 64 Annotation and unique identifiers
	Regulation 65 Records relating to dissolved LLPs
	⚠ Regulation 66 Inspection etc of the register
	Regulation 67 Correction or removal of material on the register
	Regulation 68 Language requirements: translation
	Regulation 69 Supplementary provisions
	Part 16 Offences (regs. 70-73)
	Regulation 70 Liability of member in default
	Regulation 71 Daily default fine
	Regulation 72 Consents for certain prosecutions
	⚠ Regulation 73 General provisions
	Part 17 Supplementary provisions and interpretation (regs. 74-82)
	Regulation 74 LLP records
	Regulation 75 Service addresses
	Regulation 75A Communications in electronic form
	Regulation 76 Notice of appointment of judicial factor
	Regulation 77 Courts and legal proceedings
	Regulation 78 Requirements of this Act
	Regulation 79 Minor definitions
	⚠ Regulation 79A Business names
	Regulations and orders (regs. 80-81)
	Regulation 80
	Regulation 81
	Regulation 82 Continuity of the law
	Part 18 Transitional and consequential provisions (regs. 83-85)
	Regulation 83 Transitional provisions: application of provisions of Companies Act 2006
	Regulation 84 Transitional provisions: Northern Ireland LLPs
	Regulation 85 Consequential amendments and revocations
	Schedule 1 Transitional provisions: application of provisions of Companies Act 2006
	Schedule 1, Part 1 Introductory (para. 1)
	Schedule 1, Part 2 Formalities of doing business (para. 2)
	Schedule 1, Part 3 An LLP'S name (paras. 3-4)
	Schedule 1, Part 4 An LLP'S members (paras. 5-14)
	Schedule 1, Part 5 An LLP'S annual return (para. 15)
	Schedule 1, Part 6 LLP charges (paras. 16-21)
	Schedule 1, Part 7 Dissolution and restoration to the register (paras. 22-26)
	Schedule 1, Part 8 The registrar of Companies (paras. 27-33)
	Schedule 1, Part 9 Supplementary (paras. 34-36)
	Schedule 2 Transitional provisions: Northern Ireland LLPs
	Schedule 3 Consequential amendments and revocations
	Schedule 3, Part 1 Consequential amendments of the Limited Liability Partnerships Act 2000 (paras. 1-11)
	Schedule 3, Part 2 Other consequential amendments and revocations (paras. 12-17)
	Signature
	Explanatory Note
	Explanatory Memorandum
	Impact Assessment