Search Legislation

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

Status:

This is the original version (as it was originally made).

Similarity to other name in which person has goodwill

This section has no associated Explanatory Memorandum

12.  Sections 69 to 74 apply to LLPs, modified so that they read as follows—

Objection to LLP’s registered name

69.(1) A person (“the applicant”) may object to an LLP’s registered name on the ground—

(a)that it is the same as a name associated with the applicant in which he has goodwill, or

(b)that it is sufficiently similar to such a name that its use in the United Kingdom would be likely to mislead by suggesting a connection between the LLP and the applicant.

(2) The objection must be made by application to a company names adjudicator (see section 70).

(3) The LLP concerned shall be the primary respondent to the application.

Any of its members may be joined as respondents.

(4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show—

(a)that the name was registered before the commencement of the activities on which the applicant relies to show goodwill; or

(b)that the LLP—

(i)is operating under the name, or

(ii)is proposing to do so and has incurred substantial start-up costs in preparation, or

(iii)was formerly operating under the name and is now dormant; or

(c)that the name was registered in the ordinary course of an LLP formation business and the LLP is available for sale to the applicant on the standard terms of that business; or

(d)that the name was adopted in good faith; or

(e)that the interests of the applicant are not adversely affected to any significant extent.

If none of those is shown, the objection shall be upheld.

(5) If the facts mentioned in subsection (4)(a), (b) or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.

(6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.

(7) In this section “goodwill” includes reputation of any description.

Company names adjudicators

70.(1) The Secretary of State shall appoint persons to be company names adjudicators.

(2) The persons appointed must have such legal or other experience as, in the Secretary of State’s opinion, makes them suitable for appointment.

(3) An adjudicator—

(a)holds office in accordance with the terms of his appointment,

(b)is eligible for re-appointment when his term of office ends,

(c)may resign at any time by notice in writing given to the Secretary of State, and

(d)may be dismissed by the Secretary of State on the ground of incapacity or misconduct.

(4) One of the adjudicators shall be appointed Chief Adjudicator.

He shall perform such functions as the Secretary of State may assign to him.

(5) The other adjudicators shall undertake such duties as the Chief Adjudicator may determine.

(6) The Secretary of State may—

(a)appoint staff for the adjudicators;

(b)pay remuneration and expenses to the adjudicators and their staff;

(c)defray other costs arising in relation to the performance by the adjudicators of their functions;

(d)compensate persons for ceasing to be adjudicators.

Procedural rules

71.(1) The Company Names Adjudicator Rules 2008 (S.I. 2008/1738) apply to LLPs.

(2) As they apply to LLPs, omit—

(a)in rule 3(6) (persons joined as respondent), the reference to a director of the primary respondent;

(b)rule 13(2) (registered office treated as address for service).

Decision of adjudicator to be made available to public

72.(1) A company names adjudicator must, within 90 days of determining an application under section 69, make his decision and his reasons for it available to the public.

(2) He may do so by means of a website or by such other means as appear to him to be appropriate.

Order requiring name to be changed

73.(1) If an application under section 69 is upheld, the adjudicator shall make an order—

(a)requiring the respondent LLP to change its name to one that is not an offending name, and

(b)requiring all the respondents—

(i)to take all such steps as are within their power to make, or facilitate the making, of that change, and

(ii)not to cause or permit any steps to be taken calculated to result in another LLP being registered with a name that is an offending name.

(2) An “offending name” means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely—

(a)to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or

(b)to give rise to a further application under section 69.

(3) The order must specify a date by which the respondent LLP’s name is to be changed and may be enforced—

(a)in England and Wales or Northern Ireland, in the same way as an order of the High Court;

(b)in Scotland, in the same way as a decree of the Court of Session.

(4) If the respondent LLP’s name is not changed in accordance with the order by the specified date, the adjudicator may determine a new name for the LLP.

(5) If the adjudicator determines a new name for the respondent LLP he must give notice of his determination—

(a)to the applicant,

(b)to the respondents, and

(c)to the registrar.

(6) For the purposes of this section an LLP’s name is changed when the change takes effect in accordance with paragraph 5(4) in Part 1 of the Schedule to the Limited Liability Partnerships Act 2000 (c. 12) (on the issue of the certificate of the change of name).

Appeal from adjudicator’s decision

74.(1) An appeal lies to the court from any decision of a company names adjudicator to uphold or dismiss an application under section 69.

(2) Notice of appeal against a decision upholding an application must be given before the date specified in the adjudicator’s order by which the respondent LLP’s name is to be changed.

(3) If notice of appeal is given against a decision upholding an application, the effect of the adjudicator’s order is suspended.

(4) If on appeal the court—

(a)affirms the decision of the adjudicator to uphold the application, or

(b)reverses the decision of the adjudicator to dismiss the application,

the court may (as the case may require) specify the date by which the adjudicator’s order is to be complied with, remit the matter to the adjudicator or make any order or determination that the adjudicator might have made.

(5) If the court determines a new name for the LLP it must give notice of the determination—

(a)to the parties to the appeal, and

(b)to the registrar..

Back to top

Options/Help

Print Options

You have chosen to open The Whole Instrument

The Whole Instrument you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Instrument as a PDF

The Whole Instrument you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open The Whole Instrument without Schedules

The Whole Instrument without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Instrument without Schedules as a PDF

The Whole Instrument without Schedules you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open the Whole Instrument

The Whole Instrument you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open the Whole Instrument without Schedules

The Whole Instrument without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

Close

Legislation is available in different versions:

Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.

Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.

Close

Opening Options

Different options to open legislation in order to view more content on screen at once

Close

Explanatory Memorandum

Explanatory Memorandum sets out a brief statement of the purpose of a Statutory Instrument and provides information about its policy objective and policy implications. They aim to make the Statutory Instrument accessible to readers who are not legally qualified and accompany any Statutory Instrument or Draft Statutory Instrument laid before Parliament from June 2004 onwards.

Close

More Resources

Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • correction slips
  • links to related legislation and further information resources
Close

Impact Assessments

Impact Assessments generally accompany all UK Government interventions of a regulatory nature that affect the private sector, civil society organisations and public services. They apply regardless of whether the regulation originates from a domestic or international source and can accompany primary (Acts etc) and secondary legislation (SIs). An Impact Assessment allows those with an interest in the policy area to understand:

  • Why the government is proposing to intervene;
  • The main options the government is considering, and which one is preferred;
  • How and to what extent new policies may impact on them; and,
  • The estimated costs and benefits of proposed measures.
Close

More Resources

Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as made version that was used for the print copy
  • correction slips

Click 'View More' or select 'More Resources' tab for additional information including:

  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • links to related legislation and further information resources