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

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48.  Sections 994 to 996(1) apply to LLPs, modified so that they read as follows—

Petition by LLP member

994.(1) A member of an LLP may apply to the court by petition for an order under this Part on the ground—

(a)that the LLP’s affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself), or

(b)that an actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial.

(2) For the purposes of subsection (1)(a), a removal of the LLP’s auditor from office—

(a)on grounds of divergence of opinions on accounting treatments or audit procedures, or

(b)on any other improper grounds,

shall be treated as being unfairly prejudicial to the interests of some part of the LLP’s members.

(3) The members of an LLP may by unanimous agreement exclude the right contained in subsection (1) either indefinitely or for such period as is specified in the agreement. The agreement must be recorded in writing.

Petition by Secretary of State

995.(1) This section applies to an LLP in respect of which—

(a)the Secretary of State has received a report under section 437 of the Companies Act 1985 (c. 6) (inspector’s report);

(b)the Secretary of State has exercised his powers under section 447 or 448 of that Act (powers to require documents and information or to enter and search premises);

(c)the Secretary of State or the Financial Services Authority has exercised his or its powers under Part 11 of the Financial Services and Markets Act 2000 (c. 8) (information gathering and investigations); or

(d)the Secretary of State has received a report from an investigator appointed by him or the Financial Services Authority under that Part.

(2) If it appears to the Secretary of State that in the case of such an LLP—

(a)the LLP’s affairs are being or have been conducted in a manner that is unfairly prejudicial to the interests of members generally or of some part of its members, or

(b)an actual or proposed act or omission of the LLP (including an act or omission on its behalf) is or would be so prejudicial,

he may apply to the court by petition for an order under this Part.

(3) The Secretary of State may do this in addition to, or instead of, presenting a petition for the winding up of the LLP.

Powers of the court under this Part

996.(1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.

(2) Without prejudice to the generality of subsection (1), the court’s order may—

(a)regulate the conduct of the LLP’s affairs in the future;

(b)require the LLP—

(i)to refrain from doing or continuing an act complained of, or

(ii)to do an act that the petitioner has complained it has omitted to do;

(c)authorise civil proceedings to be brought in the name and on behalf of the LLP by such person or persons and on such terms as the court may direct;

(d)require the LLP or the members of the LLP not to make any, or any specified, alterations in the LLP agreement without the leave of the court;

(e)provide for the purchase of the rights and interests of any members in the LLP by other members or by the LLP itself..

(1)

Section 994 was amended by regulation 42 of S.I. 2007/3494.

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