The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

EXPLANATORY NOTE

(This note is not part of the Regulations)

The Limited Liability Partnerships Act 2000 (c. 12), which as from 1st October 2009 extends to the United Kingdom, provides for the creation of limited liability partnerships (“LLPs”) and for the making of regulations concerning them.

These Regulations replace provisions of the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090) and the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307) which apply to LLPs provisions of the Companies Act 1985 and the Companies (Northern Ireland) Order 1986 (with modifications). They apply instead provisions of the Companies Act 2006 (c. 46) (“the 2006 Act”) to LLPs (with modifications).

Separate regulations (the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 (S.I. 2008/1911), the Small Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1912) and the Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008 (S.I. 2008/1913)) have applied to LLPs provisions on accounts and audit contained in the 2006 Act and regulations made under that Act.

Part 1 of the Regulations contains general introductory provisions on citation, commencement and interpretation. The Regulations come into force on 1st October 2009, save for certain regulation- making powers which will come into force on the day after the Regulations are made (regulation 2).

Part 2 of the Regulations applies to LLPs provisions of Part 4 of the 2006 Act on the formalities of doing business.

Part 3 of the Regulations applies to LLPs provisions of Part 5 of the 2006 Act on names and trading disclosures.

Part 4 of the Regulations applies to LLPs provisions of Part 6 of the 2006 Act on registered offices.

Part 5 of the Regulations applies to LLPs and their members provisions of Part 10 of the 2006 Act on the register of directors and protection from disclosure of residential addresses.

Part 6 of the Regulations applies to LLPs provisions of Part 19 of the 2006 Act on debentures.

Part 7 of the Regulations applies to the debentures of LLPs provisions of Part 21 of the 2006 Act on the certification and transfer of securities.

Part 8 of the Regulations applies to LLPs provisions of Part 24 of the 2006 Act on annual returns.

Part 9 of the Regulations applies to LLPs provisions of Part 25 of the 2006 Act on the registration of charges.

Part 10 of the Regulations applies to LLPs provisions of Part 26 of the 2006 Act on arrangements and reconstructions. It also applies to LLPs provisions of the Companies (Cross-Border Mergers) Regulations 2007 (S.I. 2007/2974).

Part 11 of the Regulations applies to LLPs Part 29 of the 2006 Act on the offence of fraudulent trading.

Part 12 of the Regulations applies to LLPs provisions of Part 30 of the 2006 Act on the protection of members against unfair prejudice.

Part 13 of the Regulations applies to LLPs provisions of Part 31 of the 2006 Act on dissolution and restoration to the register.

Part 14 of the Regulations applies to overseas LLPs provisions of the Overseas Companies Regulations 2009 (S.I. 2009/1801) on trading disclosures.

Part 15 of the Regulations applies to LLPs provisions of Part 35 of the 2006 Act on the registrar of companies.

Part 16 of the Regulations applies to LLPs provisions of Part 36 of the 2006 Act on offences.

Part 17 of the Regulations contains supplementary and interpretation provisions.

Part 18 of the Regulations contains transitional and consequential provisions and revocations.

An Impact Assessment of the effect that these Regulations will have on the costs of business, charities or voluntary bodies has been prepared and is available from the Department for Business, Enterprise and Regulatory Reform, Corporate Law and Governance Directorate, 1 Victoria Street, London SW1H 0ET. It is also available electronically at http://www.berr.gov.uk/bbf/llp/page39897.html. Copies have also been placed in the libraries of both Houses of Parliament.