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47 provisions
40 Rectification of register relating to LLP relevant persons’ service addresses
In regulation 67 (correction or removal of material on the register), after section 1097A of the 2006 Act, as applied to LLPs by that regulation, insert—
Rectification of register relating to LLP relevant persons' service addresses
1097B (1) Regulations 2 to 19 of the Service Address (Rectification of Register) Regulations 2024 (S.I. 2024/235) apply to LLPs with the modifications set out in paragraphs (2) to (5).
(2) For every reference in those Regulations to “company” substitute “LLP”.
(3) In those Regulations—
(a) “registered service address” means, in relation to a relevant person), the address for the time being shown in the register as the person’s current service address;
(b) “relevant person” means—
(i) a member of an LLP that is not an overseas LLP (within the meaning of section 1051(3) (trading disclosures)), or
(ii) a registrable person or registrable relevant legal entity in relation to an LLP (within the meanings given by section 790C (key terms)); and
(c) “firm” has the meaning given by section 1173 (minor definitions: general).
(4) In regulation 6 (notice that registrar intends to change address to default address), for paragraph (4) substitute—
(4) In paragraph (2)(a) “the applicable notice requirement” means (as applicable) section 9 of the Limited Liability Partnerships Act 2000, or sections 167D or 790ZA of the 2006 Act.
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(5) In regulation 19 (offence for failure to comply with regulation 18)—
(a) in paragraph (1)(b) for “officer” substitute “designated member”;
(b) omit paragraph (2).
(6) On an appeal under regulation 13 or 14 of those Regulations, the court must direct the registrar to register such an address as the relevant person’s service address as the court considers appropriate in all the circumstances of the case.
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41 Rectification of register relating to LLP relevant persons’ principal office addresses
In regulation 67 (correction or removal of material on the register), after section 1097B of the 2006 Act, as applied to LLPs by that regulation, insert—
Rectification of register relating to LLP relevant persons’ principal office addresses
1097C (1) Regulations 2 to 19 of the Principal Office Address (Rectification of Register) Regulations 2024 (S.I. 2024/236) apply to LLPs with the modifications set out in paragraphs (3) to (5).
(2) For every reference in those Regulations to “company” substitute “LLP”.
(3) In those Regulations—
(a) “address registered as the principal office” means, in relation to a relevant person), the address for the time being shown in the register as the relevant person’s current principal office;
(b) “relevant person” means—
(i) a member of an LLP that is not an overseas LLP (within the meaning of section 1051(3) (trading disclosures)),
(ii) a registrable relevant legal entity in relation to an LLP (within the meaning given by section 790C (key terms)), or
(iii) a registrable person in relation to an LLP (within the meaning given by section 790C (key terms)) who falls within section 790C(12) so applied; and
(c) “firm” has the meaning given by section 1173 (minor definitions: general).
(4) In regulation 6 (notice that registrar intends to change address to default address), for paragraph (4) substitute—
(4) In paragraph (2)(a) “the applicable notice requirement” means (as applicable) section 9 of the Limited Liability Partnerships Act 2000, or sections 167D or 790ZA of the 2006 Act.
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(5) In regulation 19 (offence for failure to comply with regulation 18)—
(a) in paragraph (1)(b) for “officer” substitute “designated member”;
(b) omit paragraph (2).
(6) On an appeal under regulation 13 or 14, the court must direct the registrar to register such an address as the relevant person’s service address as the court considers appropriate in all the circumstances of the case.
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(1) Regulation 69 (supplementary provisions) is amended as follows.
(2) For “sections 1112 and 1113” substitute “1112, 1112A and 1113”.
(3) For section 1112 of the 2006 Act, as applied to LLPs by that regulations, insert—
False statements: basic offence
1112 (1) It is an offence for a person, without reasonable excuse, to—
(a) deliver or cause to be delivered to the registrar, for any relevant purpose, a document that is misleading, false or deceptive in a material particular, or
(b) make to the registrar, for any relevant purpose, a statement that is misleading, false or deceptive in a material particular.
(2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.
(3) A person guilty of an offence under this section is liable—
(a) on summary conviction in England and Wales, to a fine;
(b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
(c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
(4) In this section “relevant purpose” means any purpose of this Act (or any purpose of instruments made under this Act), or any purpose of the Limited Liability Partnerships Act 2000.
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(4) After section 1112 of the Companies Act, as applied to LLPs by that regulations, insert—
False statements: aggravated offence
1112A (1) It is an offence for a person knowingly to—
(a) deliver or cause to be delivered to the registrar, for any relevant purpose, a document that is misleading, false or deceptive in a material particular, or
(b) make to the registrar, for any relevant purpose, a statement that is misleading, false or deceptive in a material particular.
(2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.
(3) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).
(4) In this section “relevant purpose” has the meaning given in section 1112(4).
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In regulation 72 (consents for certain prosecutions), section 1126(1) of the 2006 Act, as applied to LLPs by that regulation, after “section 1112” insert “or 1112A”.
(1) Regulation 75 (service addresses) is amended as follows.
(2) For subsection (1) of section 1140 of the 2006 Act, as applied to LLPs, substitute—
(1) A document may be served on a person to whom this section applies by leaving it at, or sending it by post to, the person’s registered address.
(1A) A document may be served on—
(a) a member of an LLP,
(b) a person who is a registrable person or a registrable relevant legal entity in relation to an LLP (within the meanings given by section 790C);
(c) a person appointed in relation to an LLP as a judicial factor (in Scotland).
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After regulation 75 (service addresses), insert—
Communications in electronic form
75A Section 1141(1) (service addresses) of and paragraph 4A of Schedule 4 (documents and information sent or supplied to a company) to the Companies Act 2006 have effect as if any reference to “company” in that paragraph is a reference to “LLP”.
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After regulation 79 (minor definitions) insert—
Business names
79A Sections 1198A, 1198B and 1199A of the 2006 Act apply to LLPs, modified to read as follows—
Name that an LLP has been required to change
1198A (1) Where a relevant direction has been given to an LLP to change its name, or it has been ordered under section 73 to change its name, the LLP must not carry on business in the United Kingdom under the name that it was directed or ordered to change, except as mentioned in subsection (2).
(2) Subsection (1) does not prevent the use by an LLP of a name if—
(a) the period for complying with the direction or order has not yet expired,
(b) the LLP complied with the direction or order and has since become registered with the name again following approval given under section 57B, or
(c) the direction was given, or the order was made, before regulation 47 of the Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234) came into force.
(3) If an LLP uses a name in contravention of this section an offence is committed by—
(a) the LLP, and
(b) every designated member of the LLP who is in default.
(4) 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.
(5) In this section—
“LLP” includes overseas LLP;
“relevant direction” means a direction under section 67, 75, 76, 76A or 76B, other than a direction under section 76B(1)(b) given on the basis that, at the time at which an LLP’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A.
Name that another LLP has been required to change
1198B (1) Where a relevant direction has been given to an LLP to change its name, or it has been ordered under section 73 to change its name, another LLP must not carry on business in the United Kingdom under the name that the first LLP was directed or ordered to change if there is a person who has, or has had, a relevant relationship with both LLPs.
(2) Subsection (1) does not prevent the use by an LLP of a name if—
(a) it is registered under the Limited Liability Partnerships Act 2000 by that name,
(b) the period for complying with the direction or order has not yet expired, or
(c) the direction was given, or the order was made, before regulation 47 of the Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234) came into force.
(3) 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.
(4) For the purposes of this section a person has a “relevant relationship” with an LLP if the person is—
(a) a person mentioned in section 2(1)(a) of the Limited Liability Partnerships Act 2000 in relation to the LLP, or
(b) an officer of the LLP.
(5) If an LLP uses a name in contravention of this section an offence is committed by—
(a) the LLP, and
(b) every designated member of the LLP who is in default.
(6) 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.
(7) In this section—
“LLP” includes overseas LLP;
“relevant direction” means a direction under section 67, 75, 76A or 76B, other than a direction under section 76B(1)(b) given on the basis that, at the time at which an LLP’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A.
Exceptions based on national security etc
1199A (1) The Secretary of State may, by written notice given to a person, provide that a prohibition imposed by section 1198A or section 1198B does not apply in relation to the carrying on of a business by that person under a name specified in the notice, if satisfied that to do so is necessary—
(a) in the interests of national security, or
(b) for the purposes of preventing or detecting serious crime.
(2) For the purposes of subsection (1)(b)—
(a) “crime” means conduct which—
(i) constitutes a criminal offence, or
(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and
(b) crime is “serious” if—
(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or
(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.
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