The Limited Liability Partnerships (Application of Company Law) Regulations 2024

Made: 29th February 2024

Coming into force in accordance with regulation 1(2)

The Secretary of State makes these Regulations in exercise of the powers conferred by sections 15(a), 16(1) and 17(3)(a) of the Limited Liability Partnerships Act 2000[^f00001].

In accordance with section 17(4) and (5)(b) and (d) of the Limited Liability Partnerships Act 2000, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.

Part 1 — GENERAL INTRODUCTORY PROVISIONS

Citation, commencement, extent and interpretation

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• (1) These Regulations may be cited as the Limited Liability Partnerships (Application of Company Law) Regulations 2024.

• (2) These Regulations come into force on 4th March 2024.

• (3) These Regulations extend to England and Wales, Scotland and Northern Ireland.

• (4) In these Regulations “LLP” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000.

Part 2 — AMENDMENTS TO THE LIMITED LIABILITY PARTNERSHIP ACT 2000

Amendments of the 2000 Act

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• (1) In this Part “the 2000 Act” means the Limited Liability Partnerships Act 2000.

• (2) The 2000 Act is amended in accordance with regulations 3 and 4.

Incorporation document etc

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• (1) Section 2 of the 2000 Act (incorporation document etc) is amended as follows.

• (2) In subsection (2)—

• (a) in paragraph (d), after “registered office,” insert “which must be an appropriate address,”,

• (b) after paragraph (d) insert—

(da) state the intended registered email address of the limited liability partnership, which must be an appropriate email address,

• (3) After subsection (4) insert—

(5) In this section— - “appropriate address” means an address at which, in the ordinary course of events—a document addressed to the limited liability partnership, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the limited liability partnership, andthe delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery; - “appropriate email address” means an email address to which, in the ordinary course of events, emails sent by the registrar would be expected to come to the attention of a person acting on behalf of the limited liability partnership.

An LLP’s name

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• (1) The Schedule to the 2000 Act (names and registered offices) is amended as follows.

• (2) In the heading of the Schedule omit “and registered offices”.

• (3) In paragraph 4(2), after paragraph (b) insert—

(ba) on the determination of a new name by the registrar under section 76C or 76D of the Companies Act 2006 as so applied (names containing computer code or failure to comply with direction);

• (4) In paragraph 5 omit sub-paragraphs (3) and (4).

• (5) After paragraph 5, insert—

(5A) (1) This paragraph applies where— (a) the registrar receives notice of a change of name of a limited liability partnership and the new name is one by which a limited liability partnership may be registered, or (b) the registrar determines a new name for a limited liability partnership under a provision mentioned in paragraph 4(2)(ba). (2) The registrar shall— (a) enter the new name on the register in place of the former name, and (b) issue a certificate of the change of name. (3) The change of name has effect from the date on which the certificate is issued.

Part 3 — AMENDMENTS TO THE LIMITED LIABILITY PARTNERSHIP (APPLICATION OF COMPANIES ACT 2006) REGULATIONS 2009

Chapter 1 — INTRODUCTION

Amendments to the 2009 Regulations

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• (1) The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009[^f00003] are amended in accordance with regulations 6 to 46.

• (2) In this Part “the 2006 Act” means the Companies Act 2006[^f00004].

Chapter 2 — AN LLP’S NAME

Names for criminal purposes and suggesting connection with foreign governments etc

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• (1) Regulation 8 (prohibited names and sensitive words and expressions) is amended as follows.

• (2) For “Sections 53 to 56” substitute “Sections 53 to 56A”.

• (3) After section 53 of the 2006 Act, as applied to LLPs by that regulation, insert—

(53A) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name if, in the opinion of the Secretary of State, the registration of the LLP by that name is intended to facilitate— (a) the commission of an offence involving dishonesty or deception, or (b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.

• (4) After section 56 of the 2006 Act, as applied to LLPs by that regulation, insert—

(56A) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that, in the opinion of the Secretary of State, would be likely to give the false impression that the LLP is connected with— (a) a foreign government or an agency or authority of a foreign government, or (b) an international organisation whose members include two or more countries or territories (or their governments).

Names containing computer code

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After regulation 9 (permitted characters etc) insert—

(9A) Section 57A applies to LLPs, modified so it reads as follows— (57A) An LLP must not be registered under the Limited Liability Partnerships Act 2000 by a name that, in the opinion of the Secretary of State, consists of or includes computer code.

Prohibitions on registration of names following direction

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After regulation 9A (names containing computer code), inserted by regulation 7 of these Regulations, insert—

(9B) Sections 57B and 57C apply to LLPs, modified so that they read as follows— (57B) (1) Where an LLP’s name has at any time been changed following a direction under section 67, 75, 76, 76A or 76B, or an order under section 73, the LLP must not subsequently be registered under the Limited Liability Partnerships Act 2000 by the original name or a name that is similar to it. (2) But subsection (1) does not prevent the registration of the LLP by any name approved by the Secretary of State. (3) In subsection (1)— (a) the reference to the name of an LLP being changed following a direction under a particular section includes a case where a new name is determined for the LLP under section 76D because of its failure to comply with the direction; (b) the reference to the name of an LLP being changed following an order under section 73 includes a case where a new name is determined for the LLP under section 73(4) because of its failure to comply with an order. (57C) (1) Where an LLP has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no other LLP may be registered under the Limited Liability Partnerships Act 2000 by that name or a name that is similar if— (a) that LLP is an existing LLP and there is a person who has, or has had, a relevant relationship with both LLPs, or (b) an application has been made for the registration of that LLP and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with both LLPs. (2) Where a company has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no LLP may be registered under the Limited Liability Partnerships Act 2000 by that name or a name that is similar if— (a) that LLP is an existing LLP and there is a person who has, or has had a relevant relationship with the company and the LLP, or (b) an application has been made for registration of that LLP and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with the company and the LLP. (3) But subsection (1) and (2) does not prevent the registration of the LLP by any name approved by the Secretary of State. (4) For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both LLPs at the same time. (5) For the purposes of subsection (2) it is irrelevant whether the person has, or has had, a relevant relationship with the LLP and the company at the same time. (6) For the purposes of this section a person has a “relevant relationship”— (a) with an LLP if the person is a member or former member, (b) with a company if the person is— (i) an officer, or (ii) a member or former member. (7) In subsection (1) and (2)— (a) the reference to the name of an LLP or a company being changed following a direction under a particular section includes a case where a new name is determined— (i) for a company under section 76D, or (ii) for an LLP under section 76D, as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804, “the 2009 Regulations”), because of its failure to comply with the direction; (b) the reference to the name of a company being changed following an order under section 73 or the name of an LLP being changed following an order under section 73, as applied by the 2009 Regulations, includes a case where a new name is determined— (i) for a company under section 73(4), (ii) or for an LLP under section 73(4), as applied by the 2009 Regulations, because of its failure to comply with an order.

Similarity to other name on registrar's index

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• (1) Regulation 11 (similarity to other name on registrar’s index) is amended as follows.

• (2) In section 67 of the 2006 Act[^f00005] (power to direct change of name in case of similarity to existing name), as applied to LLPs by that regulation—

• (a) the words from “The Secretary of State” to the end become subsection (1);

• (b) at the end insert—

(2) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates (so far as it relates to the LLP to which the direction is given).

• (3) In section 68 of the 2006 Act[^f00006] (direction to change names: supplementary provisions) as applied to LLPs by that regulation, after subsection (2) insert—

(2A) The period must be a period of at least 28 days beginning with the date of the direction.

Similarity to other name in which person has goodwill

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• (1) Regulation 12 (similarity to other name in which person has goodwill) is amended as follows.

• (2) In section 69 of the 2006 Act[^f00007] (objection to LLP’s registered name), as applied to LLPs by that regulation—

• (a) in subsection (1)(b)—

• (i) after “in the United Kingdom” insert “or elsewhere”;

• (ii) after “mislead” insert “members of the public in the United Kingdom or elsewhere”;

• (b) in subsection (3), for the second sentence substitute “Any member or person who was a member at the time at which the name was registered may be joined as a respondent.”;

• (c) in subsection (4), omit paragraph (b) (and the “or” at the end of that paragraph);

• (d) in subsection (5), omit “, (b)”.

• (3) In section 73 of the 2006 Act[^f00008] (order requiring name to be changed), as applied to LLPs by that regulation, after subsection (6) insert—

(7) Where an order is made under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the order relates.

Other powers of the Secretary of State and the registrar

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• (1) In the heading of Chapter 3 of Part 3 (other powers of the Secretary of State), after “Secretary of State” insert “and the registrar”.

• (2) Regulation 13 (provision of misleading information etc) is amended as follows.

• (3) In section 75 of the 2006 Act[^f00009] (provision of misleading information etc), as applied to LLPs by that regulation—

• (a) after subsection (2) insert—

(2A) The period must be at least 28 days beginning with the date of the direction.

• (b) after subsection (4) insert—

(4A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

• (4) In section 76 of the 2006 Act[^f00010] (misleading indication of activities), as applied to LLPs by that regulation—

• (a) in subsection (1), for “be likely to cause harm to the public” substitute “pose a risk of harm to the public in the United Kingdom or elsewhere”;

• (b) for subsections (2) and (3) substitute—

(2) The direction must be in writing and must specify the period within which the LLP is to change its name. (2A) The period must be a period of at least 28 days beginning with the date of the direction. (3) The Secretary of State may by further direction in writing extend the period. Any such direction must be given before the end of the period for the time being specified.

• (c) for subsection (4) substitute—

(4) An LLP may apply to the court to set aside a direction under subsection (1). (4A) Any application under subsection (4) must be made within the period of three weeks beginning with the date of the direction.

• (d) after subsection (5) insert—

(5A) If an LLP applies to the court under subsection (4) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing.

• (e) after subsection (5A) (as inserted by paragraph (d)) insert—

(5B) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

• (f) in subsection (6), for “this section” substitute “subsection (1)”.

Direction to change name used for criminal purposes

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After regulation 13 (provision of misleading information etc) insert—

(13A) Section 76A applies to LLPs, modified so that it reads as follows— (76A) (1) The Secretary of State may direct an LLP to change its name if it appears to the Secretary of State that the name has been used, or is intended to be used, by the LLP to facilitate— (a) the commission of an offence involving dishonesty or deception, or (b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence. (2) The direction must be in writing and must specify the period within which the LLP is to change its name. (3) The period must be a period of at least 28 days beginning with the date of the direction. (4) The Secretary of State may by further direction in writing extend the period. Any such direction must be given before the end of the period for the time being specified. (5) An LLP may apply to the court to set aside a direction under subsection (1). (6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction. (7) The court may set the direction aside or confirm it. If the direction is confirmed, the court shall specify the period within which the direction is to be complied with. (8) If an LLP applies to the court under subsection (5) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing. (9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates. (10) If an LLP fails to comply with a direction under subsection (1), an offence is committed by— (a) the LLP, and (b) every designated member of the LLP who is in default. (11) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Direction to change name wrongly registered

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After regulation 13A (direction to change name used for criminal purposes), inserted by regulation 12 of these Regulations, insert—