Limited Liability Partnerships Act 2000

Incorporation E+W+S

2 Incorporation document etc. E+W+S

(1) For a limited liability partnership to be incorporated—

(a) 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,

(b) there must have been delivered to the registrar either the incorporation document or a copy authenticated in a manner approved by him, and

(c) there must have been so delivered a statement in a form approved by the registrar, 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.

(2) The incorporation document must—

(a) be in a form approved by the registrar (or as near to such a form as circumstances allow),

(b) state the name of the limited liability partnership,

(c) state whether the registered office of the limited liability partnership is to be situated in England and Wales, in Wales or in Scotland,

(d) state the address of that registered office,

(e) state the name and address of each of the persons who are to be members of the limited liability partnership on incorporation, and

(f) 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 member.

[F1 (2A) Where a confidentiality order, made under section 723B of the Companies Act 1985 as applied to a limited liability partnerships, is in force in respect of any individual named as a member of a limited liability partnership under subsection (2) that subsection shall have effect as if the reference to the address of the individual were a reference to the address for the time being notified by him under the Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 to any limited liability partnership of which he is a member or if he is not such a member either the address specified in his application for a confidentiality order or the address last notified by him under such a confidentiality order as the case may be.

(2B) Where the incorporation document or a copy of such delivered under this section includes an address specified in reliance on subsection (2A) there shall be delivered with it or the copy of it a statement in a form approved by the registrar containing particulars of the usual residential address of the member whose address is so specified.]

(3) If a person makes a false statement under subsection (1)(c) which he—

(a) knows to be false, or

(b) does not believe to be true,

he commits an offence.

(4) A person guilty of an offence under subsection (3) is liable—

(a) on summary conviction, to imprisonment for a period not exceeding six months or a fine not exceeding the statutory maximum, or to both, or

(b) on conviction on indictment, to imprisonment for a period not exceeding two years or a fine, or to both.

Annotations:

Annotations are used to give authority for changes and other effects on the legislation you are viewing and to convey editorial information. They appear at the foot of the relevant provision or under the associated heading. Annotations are categorised by annotation type, such as F-notes for textual amendments and I-notes for commencement information (a full list can be found in the Editorial Practice Guide). Each annotation is identified by a sequential reference number. For F-notes, M-notes and X-notes, the number also appears in bold superscript at the relevant location in the text. All annotations contain links to the affecting legislation.

Amendments (Textual)

F1 s. 2(2A)(2B) inserted (2.4.2002) by S.I. 2002/915, reg. 15, Sch. 2 para. 1

3 Incorporation by registration. E+W+S

(1) When the requirements imposed by paragraphs (b) and (c) of subsection (1) of section 2 have been complied with, the registrar shall retain the incorporation document or copy delivered to him and, unless the requirement imposed by paragraph (a) of that subsection has not been complied with, he shall—

(a) register the incorporation document or copy, and

(b) give a certificate that the limited liability partnership is incorporated by the name specified in the incorporation document.

(2) 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.

(3) The certificate shall either be signed by the registrar or be authenticated by his official seal.

(4) 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.