39. Sections 878 to 881 apply to LLPs, modified so that they read as follows—
878.—(1) An LLP that creates a charge to which this section applies must deliver the required particulars of the charge, together with a copy certified as a correct copy of the instrument (if any) by which the charge is created or evidenced, to the registrar for registration before the end of the period allowed for registration.
(2) The required particulars are those prescribed by regulation 3 of the Companies (Particulars of Company Charges) Regulations 2008 (S.I. 2008/2996).
(3) Registration of a charge to which this section applies may instead be effected on the application of a person interested in it.
(4) Where registration is effected on the application of some person other than the LLP, that person is entitled to recover from the LLP the amount of any fees properly paid by him to the registrar on the registration.
(5) If an LLP fails to comply with subsection (1), an offence is committed by—
(a)the LLP, and
(b)every member of the LLP who is in default.
(6) A person guilty of an offence under this section is liable—
(a)on conviction on indictment, to a fine;
(b)on summary conviction, to a fine not exceeding the statutory maximum.
(7) Subsection (5) does not apply if registration of the charge has been effected on the application of some other person.
(8) This section applies to the following charges—
(a)a charge on land or any interest in such land, other than a charge for any rent or other periodical sum payable in respect of the land,
(b)a security over incorporeal moveable property of any of the following categories—
(i)goodwill,
(ii)a patent or a licence under a patent,
(iii)a trade mark,
(iv)a copyright or a licence under a copyright,
(v)a registered design or a licence in respect of such a design,
(vi)a design right or a licence under a design right, and
(vii)the book debts (whether book debts of the LLP or assigned to it),
(c)a security over a ship or aircraft or any share in a ship,
(d)a floating charge.
879.—(1) A charge on land, for the purposes of section 878(8)(a), includes a charge created by a heritable security within the meaning of section 9(8) of the Conveyancing and Feudal Reform (Scotland) Act 1970 (c. 35).
(2) The holding of debentures entitling the holder to a charge on land is not, for the purposes of section 878(8)(a), deemed to be an interest in land.
(3) It is immaterial for the purposes of this Chapter where land subject to a charge is situated.
(4) The deposit by way of security of a negotiable instrument given to secure the payment of book debts is not, for the purposes of section 878(8)(b)(vii), to be treated as a charge on those book debts.
(5) References in this Chapter to the date of the creation of a charge are—
(a)in the case of a floating charge, the date on which the instrument creating the floating charge was executed by the LLP creating the charge, and
(b)in any other case, the date on which the right of the person entitled to the benefit of the charge was constituted as a real right.
(6) In this Chapter “LLP” means an LLP registered in Scotland.
880.—(1) Subsection (2) applies where an LLP acquires any property which is subject to a charge of any kind as would, if it had been created by the LLP after the acquisition of the property, have been required to be registered under this Chapter.
(2) The LLP must deliver the required particulars of the charge, together with a copy (certified to be a correct copy) of the instrument (if any) by which the charge was created or is evidenced, to the registrar for registration before the end of the period allowed for registration.
(3) The required particulars are those prescribed by regulation 4 of the Companies (Particulars of Company Charges) Regulations 2008 (S.I. 2008/2996).
(4) If default is made in complying with this section, an offence is committed by—
(a)the LLP, and
(b)every member of it who is in default.
(5) A person guilty of an offence under this section is liable—
(a)on conviction on indictment, to a fine;
(b)on summary conviction, to a fine not exceeding the statutory maximum.
881.—(1) For the avoidance of doubt, it is hereby declared that, in the case of a charge created by way of an ex facie absolute disposition or assignation qualified by a back letter or other agreement, or by a standard security qualified by an agreement, compliance with section 878(1) does not of itself render the charge unavailable as security for indebtedness incurred after the date of compliance.
(2) Where the amount secured by a charge so created is purported to be increased by a further back letter or agreement, a further charge is held to have been created by the ex facie absolute disposition or assignation or (as the case may be) by the standard security, as qualified by the further back letter or agreement.
(3) In that case, the provisions of this Chapter apply to the further charge as if—
(a)references in this Chapter (other than in this section) to a charge were references to the further charge, and
(b)references to the date of the creation of a charge were references to the date on which the further back letter or agreement was executed.”.
40. Sections 882 and 883 apply to LLPs, modified so that they read as follows—
882.—(1) Where a series of debentures containing, or giving by reference to any other instrument, any charge to the benefit of which the debenture-holders of that series are entitled pari passu, is created by an LLP, it is sufficient for purposes of section 878 if the required particulars, together with a copy of the deed containing the charge (or, if there is no such deed, of one of the debentures of the series) are delivered to the registrar before the end of the period allowed for registration.
(2) The following are the required particulars—
(a)the total amount secured by the whole series,
(b)the dates of the determinations of the LLP authorising the issue of the series and the date of the covering deed (if any) by which the security is created or defined,
(c)a general description of the property charged,
(d)the names of the trustees (if any) for the debenture-holders, and
(e)in the case of a floating charge, a statement of any provisions of the charge and of any instrument relating to it which prohibit or restrict or regulate the power of the LLP to grant further securities ranking in priority to, or pari passu with, the floating charge, or which vary or otherwise regulate the order of ranking of the floating charge in relation to subsisting securities.
(3) Where more than one issue is made of debentures in the series, particulars of the date and amount of each issue of debentures of the series must be sent to the registrar for entry in the register of charges.
(4) Failure to comply with subsection (3) does not affect the validity of any of those debentures.
(5) Subsections (3) to (7) of section 878 apply for the purposes of this section as they apply for the purposes of that section but as if for the reference to the registration of the charge there was substituted a reference to the registration of the series of debentures.
883.—(1) Where any commission, allowance or discount has been paid or made either directly or indirectly by an LLP to a person in consideration of his—
(a)subscribing or agreeing to subscribe, whether absolutely or conditionally, for debentures in an LLP, or
(b)procuring or agreeing to procure subscriptions, whether absolute or conditional, for such debentures,
the particulars required to be sent for registration under section 878 shall include particulars as to the amount or rate per cent. of the commission, discount or allowance so paid or made.
(2) The deposit of debentures as security for a debt of the LLP is not, for the purposes of this section, treated as the issue of debentures at a discount.
(3) Failure to comply with this section does not affect the validity of the debentures issued.”.
41. Section 884 applies to LLPs, modified so that it reads as follows—
884. Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the copy of the instrument creating or purporting to create the charge may be sent for registration under section 878 even if further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situated.”.
42. Sections 885 to 888 apply to LLPs, modified so that they read as follows—
885.—(1) The registrar shall keep, with respect to each LLP, a register of all the charges requiring registration under this Chapter.
(2) In the case of a charge to the benefit of which holders of a series of debentures are entitled, the registrar shall enter in the register the required particulars specified in section 882(2).
(3) In the case of any other charge, the registrar shall enter in the register the following particulars—
(a)if it is a charge created by an LLP, the date of its creation and, if it is a charge which was existing on property acquired by the LLP, the date of the acquisition,
(b)the amount secured by the charge,
(c)short particulars of the property charged,
(d)the persons entitled to the charge, and
(e)in the case of a floating charge, a statement of any of the provisions of the charge and of any instrument relating to it which prohibit or restrict or regulate the LLP’s power to grant further securities ranking in priority to, or pari passu with, the floating charge, or which vary or otherwise regulate the order of ranking of the floating charge in relation to subsisting securities.
(4) The registrar shall give a certificate of the registration of any charge registered in pursuance of this Chapter, stating—
(a)the name of the LLP and the person first-named in the charge among those entitled to the benefit of the charge (or, in the case of a series of debentures, the name of the holder of the first such debenture issued), and
(b)the amount secured by the charge.
(5) The certificate—
(a)shall be signed by the registrar or authenticated by the registrar’s official seal, and
(b)is conclusive evidence that the requirements of this Chapter as to registration have been satisfied.
(6) The register kept in pursuance of this section shall be open to inspection by any person.
886.—(1) The period allowed for registration of a charge created by an LLP is—
(a)21 days beginning with the day after the day on which the charge is created, or
(b)if the charge is created outside the United Kingdom, 21 days beginning with the day after the day on which a copy of the instrument by which the charge is created or evidenced could, in due course of post (and if despatched with due diligence) have been received in the United Kingdom.
(2) The period allowed for registration of a charge to which property acquired by an LLP is subject is—
(a)21 days beginning with the day after the day on which the transaction is settled, or
(b)if the property is situated and the charge was created outside the United Kingdom, 21 days beginning with the day after the day on which a copy of the instrument by which the charge is created or evidenced could, in due course of post (and if despatched with due diligence) have been received in the United Kingdom.
(3) The period allowed for registration of particulars of a series of debentures as a result of section 882 is—
(a)if there is a deed containing the charge mentioned in section 882(1), 21 days beginning with the day after the day on which that deed is executed, or
(b)if there is no such deed, 21 days beginning with the day after the day on which the first debenture of the series is executed.
887.—(1) Subsection (2) applies if a statement is delivered to the registrar verifying with respect to any registered charge—
(a)that the debt for which the charge was given has been paid or satisfied in whole or in part, or
(b)that part of the property charged has been released from the charge or has ceased to form part of the LLP’s property.
(2) If the charge is a floating charge, the statement must be accompanied by either—
(a)a statement by the creditor entitled to the benefit of the charge, or a person authorised by him for the purpose, verifying that the statement mentioned in subsection (1) is correct, or
(b)a direction obtained from the court, on the ground that the statement by the creditor mentioned in paragraph (a) could not be readily obtained, dispensing with the need for that statement.
(3) The registrar may enter on the register a memorandum of satisfaction (in whole or in part) regarding the fact contained in the statement mentioned in subsection (1).
(4) Where the registrar enters a memorandum of satisfaction in whole, he shall, if required, furnish the LLP with a copy of the memorandum.
(5) Nothing in this section requires the LLP to submit particulars with respect to the entry in the register of a memorandum of satisfaction where the LLP, having created a floating charge over all or any part of its property, disposes of part of the property subject to the floating charge.
888.—(1) Subsection (2) applies if the court is satisfied—
(a)that the failure to register a charge before the end of the period allowed for registration, or the omission or mis-statement of any particular with respect to any such charge or in a memorandum of satisfaction—
(i)was accidental or due to inadvertence or to some other sufficient cause, or
(ii)is not of a nature to prejudice the position of creditors of the LLP, or
(b)that on other grounds it is just and equitable to grant relief.
(2) The court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the court just and expedient, order that the period allowed for registration shall be extended or, as the case may be, that the omission or mis-statement shall be rectified.”.
43. Section 889 applies to LLPs, modified so that it reads as follows—
889.—(1) If an LLP creates a charge to which section 878 applies, the charge is void (so far as any security on the LLP’s property or any part of it is conferred by the charge) against—
(a)the liquidator of the LLP,
(b)an administrator of the LLP, and
(c)any creditor of the LLP,
unless that section is complied with.
(2) Subsection (1) is without prejudice to any contract or obligation for repayment of the money secured by the charge; and when a charge becomes void under this section the money secured by it immediately becomes payable.”.
44. Sections 890 to 892 apply to LLPs, modified so that they read as follows—
890.—(1) Every LLP shall cause a copy of every instrument creating a charge requiring registration under this Chapter to be kept available for inspection.
(2) In the case of a series of uniform debentures, a copy of one debenture of the series is sufficient.
891.—(1) Every LLP shall keep available for inspection a register of charges and enter in it all charges specifically affecting property of the LLP, and all floating charges on any property of the LLP.
(2) There shall be given in each case a short description of the property charged, the amount of the charge and, except in the case of securities to bearer, the names of the persons entitled to it.
(3) If a member of the LLP knowingly and wilfully authorises or permits the omission of an entry required to be made in pursuance of this section, he commits an offence.
(4) A person guilty of an offence under this section is liable—
(a)on conviction on indictment, to a fine;
(b)on summary conviction, to a fine not exceeding the statutory maximum.
892.—(1) This section applies to—
(a)documents required to be kept available for inspection under section 890 (copies of instruments creating charges), and
(b)an LLP’s register of charges kept in pursuance of section 891.
(2) The documents and register must be kept available for inspection—
(a)at the LLP’s registered office, or
(b)at a place specified in Part 2 of the Companies (Company Records) Regulations 2008 (S.I. 2008/3006).
(3) The LLP must give notice to the registrar—
(a)of the place at which the documents and register are kept available for inspection, and
(b)of any change in that place,
unless they have at all times been kept at the LLP’s registered office.
(4) The documents and register shall be open to the inspection—
(a)of any creditor or member of the LLP without charge, and
(b)of any other person on payment of the fee prescribed by regulation 2(d) of the Companies (Fees for Inspection of Company Records) Regulations (S.I. 2008/3007).
(5) If default is made for 14 days in complying with subsection (3) or an inspection required under subsection (4) is refused, an offence is committed by—
(a)the LLP, and
(b)every 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) If an inspection required under subsection (4) is refused the court may by order compel an immediate inspection.”.