The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025
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Change 1
5 Amendments to Part 1A (incorporation)
For regulation 3A (statement of initial significant control) substitute— Statement of initial significant control 3A Sections 12A and 12B apply to LLPs, modified so that they read as follows— Statement of initial significant control 12A (1) The statement of initial significant control required to be included in the incorporation document delivered to the registrar must― (a) state whether, on incorporation, there will be anyone who is either a registrable person or a registrable relevant legal entity in relation to the LLP, and (b) include the required particulars of any such person. (1A) If there is anyone who will be a registrable person, or a registrable relevant legal entity, in relation to the LLP on incorporation, the statement must also include― (a) a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)), (b) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying― (i) the person’s name, (ii) the court by which permission was given, (iii) the date on which permission was given, and (c) if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying― (i) the person’s name, and (ii) the date on which the licence was issued and by whom it was issued. (2) It is not necessary to include under subsection (1)(b) the date on which someone becomes a registrable person or a registrable relevant legal entity in relation to the LLP. (3) If the statement includes required particulars of an individual, it must also contain a statement that those particulars are included with the knowledge of that individual. (4) In this section― “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2); “registrable person” has the meaning given by section 790C (see also section 790J: power to make exemptions); “registrable relevant legal entity” has the meaning given by section 790C (see also section 790J); “required particulars” has the meaning given by section 790K. Option to provide ID verification information about PSCs 12B (1) This section applies if an application for the registration of an LLP contains a statement of initial significant control that identifies a person who will be a registrable person in relation to the LLP on its incorporation. (2) The statement may include a statement that the person’s identity is verified within the meaning of section 1110A. (3) To find out what happens if the option in subsection (2) is not exercised, see section 790LM. (4) In this section “registrable person” has the same meaning as in section 12A(4). . .
5 Amendments to Part 1A (incorporation)
For regulation 3A (statement of initial significant control) substitute— Statement of initial significant control 3A Sections 12A and 12B apply to LLPs, modified so that they read as follows— Statement of initial significant control 12A (1) The statement of initial significant control required to be included in the incorporation document delivered to the registrar must― (a) state whether, on incorporation, there will be anyone who is either a registrable person or a registrable relevant legal entity in relation to the LLP, and (b) include the required particulars of any such person. (1A) If there is anyone who will be a registrable person, or a registrable relevant legal entity, in relation to the LLP on incorporation, the statement must also include― (a) a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)), (b) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying― (i) the person’s name, (ii) the court by which permission was given, (iii) the date on which permission was given, and (c) if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying― (i) the person’s name, and (ii) the date on which the licence was issued and by whom it was issued. (2) It is not necessary to include under subsection (1)(b) the date on which someone becomes a registrable person or a registrable relevant legal entity in relation to the LLP. (3) If the statement includes required particulars of an individual, it must also contain a statement that those particulars are included with the knowledge of that individual. (4) In this section― “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2); “registrable person” has the meaning given by section 790C (see also section 790J: power to make exemptions); “registrable relevant legal entity” has the meaning given by section 790C (see also section 790J); “required particulars” has the meaning given by section 790K. Option to provide ID verification information about PSCs 12B (1) This section applies if an application for the registration of an LLP contains a statement of initial significant control that identifies a person who will be a registrable person in relation to the LLP on its incorporation. (2) The statement may include a statement that the person’s identity is verified within the meaning of section 1110A. (3) To find out what happens if the option in subsection (2) is not exercised, see section 790LM. (4) In this section “registrable person” has the same meaning as in section 12A(4). . .
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