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

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Cross-border mergers

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46.  (1)  Parts 1 to 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007(1) apply to LLPs with the following modifications.

(2) The modifications are—

(a)for references to a company substitute references to an LLP (or other EEA body corporate);

(b)for references to a UK company, substitute references to a UK LLP;

(c)for references to an EEA company substitute references to an EEA body corporate;

(d)references to a transferor or transferee LLP include references to an EEA body corporate which is the transferor or transferee in a cross-border merger with a UK LLP;

(e)for references to the directors or officers of a company substitute references to the members of an LLP;

(f)for “share exchange ratio” substitute “the rights to be given to transferor members”;

(g)in regulation 2 (meaning of “cross-border merger”)—

(i)for paragraph (2)(f) substitute—

(f)the consideration for the transfer is—

(i)members of the transferor LLP becoming members of the transferee LLP, and

(ii)if so agreed, a cash payment receivable by members of the transferor LLP.,

(ii)for paragraph (3)(a) to (c) substitute—

(a)there is one transferor LLP, of which the only member is an existing transferee LLP;,

(iii)for paragraph (4)(c) substitute—

(c)the consideration for the transfer is—

(i)members of the transferor LLP becoming members of the transferee LLP, and

(ii)if so agreed, a cash payment receivable by members of the transferor LLP.;

(h)in regulation 3(1) (interpretation)—

(i)for the definitions of “EEA company”, “member” and “members’ report” substitute respectively—

“EEA body corporate” means a body corporate governed by the law of an EEA State other than the United Kingdom;

“member”, in relation to a UK LLP, has the same meaning as in section 4 of the Limited Liability Partnerships Act 2000 (c. 12);

“members’ report” means a report prepared and adopted in accordance with regulation 8 (members’ report);,

(ii)omit the definitions of “the 1996 Act”, “the Appeal Tribunal”, “the CAC”, “director”, “dismissed” and “dismissal”, “employee”, “employee participation”, “employee representatives”, “share exchange ratio”, “standard rules of employee participation”, “treasury shares”, “UK employee” and “UK members of the special negotiating body”,

(iii)for the definition of “UK company” substitute—

“UK LLP” means a limited liability partnership registered and incorporated under the Limited Liability Partnerships Act 2000 other than a limited liability partnership which is being wound up;;

(i)omit regulation 5 (unregistered companies);

(j)in regulation 7 (draft terms of merger)—

(i)omit paragraphs (2)(c), (g) and (j) and (4),

(ii)for paragraph (2)(e) substitute—

(e)the date from which being a member of the transferee LLP will entitle the member to participate in profits, and any special conditions affecting that entitlement;, and

(iii)paragraph (2)(i) only applies where the transferee body corporate is a company;

(k)in regulation 8 (members’ report)—

(i)in paragraph (2)(b)(ii), omit “or as members”, and

(ii)omit paragraphs (5) and (6);

(l)in regulation 9 (independent expert’s report)—

(i)in paragraph (1)(b) for “90% or more (but not all) of the relevant securities” substitute “90% or more (but not all) of the voting rights at meetings of members”,

(ii)omit paragraph (9);

(m)in regulation 10 (inspection of documents)—

(i)in paragraph (1), omit “and its employee representatives (or if there are no such representatives, the employees)”, and

(ii)in paragraph (2), omit “, or any class of members,”;

(n)in regulation 11 (power of court to summon meeting of members or creditors), in paragraphs (1)(a) and (2)(b) omit “or a class of members”;

(o)in regulation 12 (public notice of receipt of registered documents)—

(i)omit paragraph (1)(c)(v),

(ii)in paragraph (1)(c)(vi) omit “other”;

(p)in regulation 13 (approval of members in meeting)—

(i)in paragraph (1), for “75% in value, of each class of members of the UK merging company” substitute “ 75% of the voting rights of the members of the UK merging LLP”;

(ii)omit paragraph (2),

(iii)in paragraph (4)(c)(i)—

(aa)for “the paid up capital of the company which carried the right to vote at general meetings of the company (excluding any shares held as treasury shares)” substitute “the voting rights at meetings of members of the LLP”, and

(bb)omit “each class of members”;

(q)in regulation 16 (court approval of cross-border merger), omit paragraph (1)(f);

(r)omit regulation 19(2)(b) and the word “other” in regulation 19(2)(c);

(s)omit regulation 20 (obligations of transferee company with respect to articles etc);

(t)omit regulation 21(1)(a) and in regulation 21(1)(b) the word “other”.

(1)

S.I. 2007/2974, as amended by S.I. 2008/583.

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