Comunidad de la Seguridad, 3/2016
There shall be a new form of legal entity to be known as a limited liability partnership.
A limited liability partnership is a body corporate (with legal personality separate from that of its members) which is formed by being incorporated under this Act; and— references to a limited liability partnership are to such a body corporate.
in the following provisions of this Act (except in the phrase “oversea limited liability partnership”), and
in any other enactment (except where provision is made to the contrary or the context otherwise requires),
A limited liability partnership has unlimited capacity.
The members of a limited liability partnership have such liability to contribute to its assets in the event of its being wound up as is provided for by virtue of this Act.
Accordingly, except as far as otherwise provided by this Act or any other enactment, the law relating to partnerships does not apply to a limited liability partnership.
The Schedule (which makes provision about the names and registered offices of limited liability partnerships) has effect.
For a limited liability partnership to be incorporated—
two or more persons associated for carrying on a lawful business with a view to profit must have subscribed their names to an incorporation document,
the incorporation document or a copy of it must have been delivered to the registrar, and
there must have been so delivered a statement ... made by either a solicitor engaged in the formation of the limited liability partnership or anyone who subscribed his name to the incorporation document, that the requirement imposed by paragraph (a) has been complied with.
The incorporation document must—
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state the name of the limited liability partnership,
state whether the registered office of the limited liability partnership is to be situated in England and Wales, in Wales , in Scotland or in Northern Ireland,
state the address of that registered office, which must be an appropriate address,
state the intended registered email address of the limited liability partnership, which must be an appropriate email address,
give the required information about each of the persons who are to be members of the limited liability partnership on incorporation, and
either specify which of those persons are to be designated members or state that every person who from time to time is a member of the limited liability partnership is a designated memberand.
in the case of each individual named as a member, state that the individual’s identity is verified within the meaning of section 1110A of the Companies Act 2006 (meaning of “identity is verified”),
state that no person who is named as a member is disqualified under the directors disqualification legislation,
include a statement of initial significant control.
If a person makes a false statement under subsection (1)(c) which he— he commits an offence.
knows to be false, or
does not believe to be true,
The required information mentioned in subsection (2)(e) is the information mentioned in sections 167J and 167K of the Companies Act 2006 as applied to limited liability partnerships by regulation 17A of the 2009 Regulations.
A person guilty of an offence under subsection (3) is liable—
on summary conviction, to imprisonment for a period not exceeding six months or a fine not exceeding the statutory maximum, or to both, or
on conviction on indictment, to imprisonment for a period not exceeding two years or a fine, or to both.
Where any of the persons named as members would be disqualified under the directors disqualification legislation but for the permission of a court to act, the incorporation document must include a statement to that effect, in respect of each of them, specifying—
the person’s name,
the court by which permission is given, and
the date on which permission was given.
Where any of the persons named as members would be disqualified under the directors disqualification legislation 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, the incorporation document must include a statement to that effect, in respect of each of them, specifying—
the person’s name, and
the date on which the licence was issued and by whom it was issued.
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In this section—
“appropriate address” means an address at which, in the ordinary course of events—
“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
“permission of the court to act” means permission of a court under provision mentioned in column 2 of the table in section 159A(2) of that Act, as so applied.
The registrar, if satisfied that the requirements of section 2 are complied with, shall—
register the documents delivered under that section, and
give a certificate that the limited liability partnership is incorporated.
The certificate must state—
the name and registered number of the limited liability partnership,
the date of its incorporation, and
whether the limited liability partnership’s registered office is situated in England and Wales (or in Wales), in Scotland or in Northern Ireland.
The registrar may accept the statement delivered under paragraph (c) of subsection (1) of section 2 as sufficient evidence that the requirement imposed by paragraph (a) of that subsection has been complied with.
The certificate shall either be signed by the registrar or be authenticated by his official seal.
The certificate is conclusive evidence that the requirements of section 2 are complied with and that the limited liability partnership is incorporated by the name specified in the incorporation document.
On the incorporation of a limited liability partnership its members are the persons who subscribed their names to the incorporation document (other than any who have died or been dissolved).
Any other person may become a member of a limited liability partnership by and in accordance with an agreement with the existing members.
Subsections (1) and (2) are subject to section 159A(1) of the Companies Act 2006, as applied to limited liability partnerships by regulation 17ZC of the 2009 Regulations.
A person may cease to be a member of a limited liability partnership (as well as by death or dissolution) in accordance with an agreement with the other members or, in the absence of agreement with the other members as to cessation of membership, by giving reasonable notice to the other members.
A member of a limited liability partnership shall not be regarded for any purpose as employed by the limited liability partnership unless, if he and the other members were partners in a partnership, he would be regarded for that purpose as employed by the partnership.
This section applies where a limited liability partnership carries on business without having at least two members, and does so for more than 6 months.
A person who, for the whole or any part of the period that it so carries on business after those 6 months— is liable (jointly and severally with the limited liability partnership) for the payment of the limited liability partnership’s debts contracted during the period or, as the case may be, that part of it.
is a member of the limited liability partnership, and
knows that it is carrying on business with only one member,
Except as far as otherwise provided by this Act or any other enactment, the mutual rights and duties of the members of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its members, shall be governed—
by agreement between the members, or between the limited liability partnership and its members, or
in the absence of agreement as to any matter, by any provision made in relation to that matter by regulations under section 15(c).
An agreement made before the incorporation of a limited liability partnership between the persons who subscribe their names to the incorporation document may impose obligations on the limited liability partnership (to take effect at any time after its incorporation).
Every member of a limited liability partnership is the agent of the limited liability partnership.
But a limited liability partnership is not bound by anything done by a member in dealing with a person if—
the member in fact has no authority to act for the limited liability partnership by doing that thing, and
the person knows that he has no authority or does not know or believe him to be a member of the limited liability partnership.
Where a person has ceased to be a member of a limited liability partnership, the former member is to be regarded (in relation to any person dealing with the limited liability partnership) as still being a member of the limited liability partnership unless—
the person has notice that the former member has ceased to be a member of the limited liability partnership, or
notice that the former member has ceased to be a member of the limited liability partnership has been delivered to the registrar.
Where a member of a limited liability partnership is liable to any person (other than another member of the limited liability partnership) as a result of a wrongful act or omission of his in the course of the business of the limited liability partnership or with its authority, the limited liability partnership is liable to the same extent as the member.
This section applies where a member of a limited liability partnership has either ceased to be a member or—
has died,
has become bankrupt or had his estate sequestrated or has been wound up,
has granted a trust deed for the benefit of his creditors, or
has assigned the whole or any part of his share in the limited liability partnership (absolutely or by way of charge or security).
In such an event the former member or— may not interfere in the management or administration of any business or affairs of the limited liability partnership.
his personal representative,
his trustee in bankruptcy , the trustee or interim trustee in the sequestration, under the Bankruptcy (Scotland) Act 2016, of the former member’s estate or the former member’s liquidator,
his trustee under the trust deed for the benefit of his creditors, or
his assignee,
But subsection (2) does not affect any right to receive an amount from the limited liability partnership in that event.
If the incorporation document specifies who are to be designated members— and a member may cease to be a designated member in accordance with an agreement with the other members.
they are designated members on incorporation, and
any member may become a designated member by and in accordance with an agreement with the other members,
But if there would otherwise be no designated members, or only one, every member is a designated member.
If the incorporation document states that every person who from time to time is a member of the limited liability partnership is a designated member, every member is a designated member.
A limited liability partnership may at any time deliver to the registrar— and, once it is delivered, subsection (1) (apart from paragraph (a)) and subsection (2), or subsection (3), shall have effect as if that were stated in the incorporation document.
notice that specified members are to be designated members, or
notice that every person who from time to time is a member of the limited liability partnership is a designated member,
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shall be in a form approved by the registrar, and
shall be signed by a designated member of the limited liability partnership or authenticated in a manner approved by the registrar.
A person ceases to be a designated member if he ceases to be a member.
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A limited liability partnership must ensure that—
where a person becomes or ceases to be a member or designated member, notice is delivered to the registrar within fourteen days, and
where there is any change in the name or address of a member, notice is delivered to the registrar within 28 days.
Where all the members from time to time of a limited liability partnership are designated members, subsection (1)(a) does not require notice that a person has become or ceased to be a designated member as well as a member.
A notice delivered under subsection (1)— and, if it relates to a person becoming a member or designated member, shall contain a statement that he consents to becoming a member or designated member signed by him or authenticated in a manner approved by the registrar.
shall be in a form approved by the registrar, and
shall be signed by a designated member of the limited liability partnership or authenticated in a manner approved by the registrar,
If a limited liability partnership fails to comply with subsection (1), the partnership and every designated member commits an offence.
But it is a defence for a designated member charged with an offence under subsection (4) to prove that he took all reasonable steps for securing that subsection (1) was complied with.
A person guilty of an offence under subsection (4) is liable on summary conviction to a fine not exceeding level 5 on the standard scale.
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In the Taxation of Chargeable Gains Act 1992, after section 59 insert—
After section 156 of that Act insert—
In the Inheritance Tax Act 1984, after section 267 insert—
Stamp duty shall not be chargeable on an instrument by which property is conveyed or transferred by a person to a limited liability partnership in connection with its incorporation within the period of one year beginning with the date of incorporation if the following two conditions are satisfied.
The first condition is that at the relevant time the person—
is a partner in a partnership comprised of all the persons who are or are to be members of the limited liability partnership (and no-one else), or
holds the property conveyed or transferred as nominee or bare trustee for one or more of the partners in such a partnership.
The second condition is that—
the proportions of the property conveyed or transferred to which the persons mentioned in subsection (2)(a) are entitled immediately after the conveyance or transfer are the same as those to which they were entitled at the relevant time, or
none of the differences in those proportions has arisen as part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to any duty or tax.
For the purposes of subsection (2) a person holds property as bare trustee for a partner if the partner has the exclusive right (subject only to satisfying any outstanding charge, lien or other right of the trustee to resort to the property for payment of duty, taxes, costs or other outgoings) to direct how the property shall be dealt with.
In this section “the relevant time” means—
if the person who conveyed or transferred the property to the limited liability partnership acquired the property after its incorporation, immediately after he acquired the property, and
in any other case, immediately before its incorporation.
An instrument in respect of which stamp duty is not chargeable by virtue of subsection (1) shall not be taken to be duly stamped unless—
it has, in accordance with section 12 of the Stamp Act 1891, been stamped with a particular stamp denoting that it is not chargeable with any duty or that it is duly stamped, or
it is stamped with the duty to which it would be liable apart from that subsection.
In section 15 of the Social Security Contributions and Benefits Act 1992 and section 15 of the Social Security Contributions and Benefits (Northern Ireland) Act 1992 (Class 4 contributions), after subsection (3) insert—
Regulations shall make provision about the insolvency and winding up of limited liability partnerships by applying or incorporating, with such modifications as appear appropriate —
in relation to a limited liability partnership registered in Great Britain, Parts A1 to 4, 6 and 7 of the Insolvency Act 1986;
Regulations may make other provision about the insolvency and winding up of limited liability partnerships, and provision about the insolvency and winding up of oversea limited liability partnerships, by—
applying or incorporating, with such modifications as appear appropriate, any law relating to the insolvency or winding up of companies or other corporations which would not otherwise have effect in relation to them, or
providing for any law relating to the insolvency or winding up of companies or other corporations which would otherwise have effect in relation to them not to apply to them or to apply to them with such modifications as appear appropriate.
in relation to a limited liability partnership registered in Northern Ireland, Parts 1A to 5 and 7 of the Insolvency (Northern Ireland) Order 1989, and so much of Part 1 of that Order as applies for the purposes of those Parts.
In this Act “oversea limited liability partnership” means a body incorporated or otherwise established outside the United Kingdom and having such connection with the United Kingdom, and such other features, as regulations may prescribe.
Regulations may make provision about limited liability partnerships and oversea limited liability partnerships (not being provision about insolvency or winding up) by—
applying or incorporating, with such modifications as appear appropriate, any law relating to companies or other corporations which would not otherwise have effect in relation to them,
providing for any law relating to companies or other corporations which would otherwise have effect in relation to them not to apply to them or to apply to them with such modifications as appear appropriate, or
applying or incorporating, with such modifications as appear appropriate, any law relating to partnerships.
Regulations may make in any enactment such amendments or repeals as appear appropriate in consequence of this Act or regulations made under it.
The regulations may, in particular, make amendments and repeals affecting companies or other corporations or partnerships.
In this Act “regulations” means regulations made by the Secretary of State by statutory instrument.
Regulations under this Act may in particular—
make provision for dealing with non-compliance with any of the regulations (including the creation of criminal offences),
impose fees (which shall be paid into the Consolidated Fund), and
provide for the exercise of functions by persons prescribed by the regulations.
Regulations under this Act may—
contain any appropriate consequential, incidental, supplementary or transitional provisions or savings, and
make different provision for different purposes.
No regulations to which this subsection applies shall be made unless a draft of the statutory instrument containing the regulations (whether or not together with other provisions) has been laid before, and approved by a resolution of, each House of Parliament.
Subsection (4) applies to—
regulations under section 14(2) not consisting entirely of the application or incorporation (with or without modifications) of provisions contained in or made under the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989,
regulations under section 15 not consisting entirely of the application or incorporation (with or without modifications) of provisions contained in or made under the following provisions of the Companies Act 2006 (c. 46)— Part 4 (a company’s capacity and related matters); Part 5 (a company’s name); Part 6 (a company’s registered office); Chapters 1 and 8 of Part 10 (register of directors); Part 15 (accounts and reports); Part 16 (audit); Part 19 (debentures); Part 21 (certification and transfer of securities); Part 24 (a company’s annual return); Part 25 (company charges); Part 26 (arrangements and reconstructions : general); Part 26A (arrangements and reconstructions: companies in financial difficulty); Part 29 (fraudulent trading); Part 30 (protection of members against unfair prejudice); Part 31 (dissolution and restoration to the register); Part 35 (the registrar of companies); Part 36 (offences under the Companies Acts); Part 37 (supplementary provisions); Part 38 (interpretation).
regulations under section 14 or 15 making provision about oversea limited liability partnerships, and
regulations under section 16.
A statutory instrument containing regulations under this Act shall (unless a draft of it has been approved by a resolution of each House of Parliament) be subject to annulment in pursuance of a resolution of either House of Parliament.
In this Act—
if the registered office of the limited liability partnership is, or is to be, in Northern Ireland, the registrar of companies for Northern Ireland;
“enactment” includes subordinate legislation (within the meaning of the Interpretation Act 1978),
“oversea limited liability partnership” has the meaning given by section 14(3),
“disqualified under the directors disqualification legislation” has the meaning given in section 159A(2) of the Companies Act 2006, as applied to limited liability partnerships by regulation 17ZC of the 2009 Regulations;
“regulations” has the meaning given by section 17(1).
if its registered office is, or is to be, situated in Scotland, the registrar or other officer performing under that Act the duty of registration of companies in Scotland, and
“the registrar” means—
if the registered office of the limited liability partnership is, or is to be, in Scotland, the registrar of companies for Scotland, and
“limited liability partnership” has the meaning given by section 1(2),
“the 2009 Regulations” means the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804).
“name”, in relation to a member of a limited liability partnership, means—
if a corporation or Scottish firm, its corporate or firm name,
“limited liability partnership” has the meaning given by section 1(2),
The preceding provisions of this Act shall come into force on such day as the Secretary of State may by order made by statutory instrument appoint; and different days may be appointed for different purposes.
The Secretary of State may by order made by statutory instrument make any transitional provisions and savings which appear appropriate in connection with the coming into force of any provision of this Act.
For the purposes of the Scotland Act 1998 this Act shall be taken to be a pre-commencement enactment within the meaning of that Act.
This Act extends to the whole of the United Kingdom.
This Act may be cited as the Limited Liability Partnerships Act 2000.
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The name of a limited liability partnership must end with— But if the incorporation document for a limited liability partnership states that the registered office is to be situated in Wales, its name must end with—
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A limited liability partnership may change its name at any time. The name of a limited liability partnership may also be changed—
Where a limited liability partnership changes its name it shall deliver notice of the change to the registrar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
This paragraph applies where— The registrar shall— The change of name has effect from the date on which the certificate is issued.
A change of name by a limited liability partnership does not— and any legal proceedings that might have been commenced or continued against it by its former name may be commenced or continued against it by its new name.
affect any of its rights or duties,
render defective any legal proceedings by or against it,
If any person carries on a business under a name or title which includes as the last words— that person, unless a limited liability partnership or oversea limited liability partnership, commits an offence. A person guilty of an offence under sub-paragraph (1) is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
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the definite article as the first word of the name,
any of the following (or their Welsh equivalents or abbreviations of them or their Welsh equivalents) at the end of the name— “limited liability partnership”, “company”, “and company”, “company limited”, “and company limited”, “limited”, “unlimited”, “public limited company”, and “investment company with variable capital”, and
type and case of letters, accents, spaces between letters and punctuation marks,
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