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

Registrar's power to strike off defunct LLPU.K.

This section has no associated Explanatory Memorandum

50.  Sections 1000 to 1002 apply to LLPs, modified so that they read as follows—

“1000.    Power to strike off LLP not carrying on business or in operation

(1) If the registrar has reasonable cause to believe that an LLP is not carrying on business or in operation, the registrar may send to the LLP [F1a communication] inquiring whether the LLP is carrying on business or in operation.

(2) If the registrar does not within [F214 days of sending][F3 the communication] receive any answer to it, the registrar must within 14 days after the expiration of [F4that period] send to the LLP [F3a second communication referring to the first communication], and stating—

(a)that no answer to it has been received, and

(b)that if an answer is not received to the second [F5communication] within [F614 days] from its date, a notice will be published in the Gazette with a view to striking the LLP's name off the register.

(3) If the registrar—

(a)receives an answer to the effect that the LLP is not carrying on business or in operation, or

(b)does not within [F714 days] after sending the second [F8communication] receive any answer,

the registrar may publish in the Gazette, and send to the LLP F9..., a notice that at the expiration of [F102 months] from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.

(4) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.

(5) The registrar must publish notice in the Gazette of the LLP's name having been struck off the register.

(6) On the publication of the notice in the Gazette the LLP is dissolved.

(7) However—

(a)the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and

(b)nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register.

1001.    Duty to act in case of LLP being wound up

(1) If, in a case where an LLP is being wound up—

(a)the registrar has reasonable cause to believe—

(i)that no liquidator is acting, or

(ii)that the affairs of the LLP are fully wound up, and

(b)the returns required to be made by the liquidator have not been made for a period of six consecutive months,

the registrar must publish in the Gazette and send to the LLP or the liquidator (if any) a notice that at the expiration of [F112 months] from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.

(2) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.

(3) The registrar must publish notice in the Gazette of the LLP's name having been struck off the register.

(4) On the publication of the notice in the Gazette the LLP is dissolved.

(5) However—

(a)the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and

(b)nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register.

1002.    Supplementary provisions as to service of [F12communication] or notice

[F13(1)  If the registrar is not able to send a communication or notice under section 1000 or 1001 to an LLP, the communication may be sent to a member of the LLP at an address for that member that has been notified to the registrar by the LLP.]

(2) If there is no member of the LLP whose name and address are known to the registrar, the [F14communication] or notice may be sent to each of the persons who subscribed the incorporation document (if their addresses are known to the registrar).

[F15(3)  A notice to be sent to a liquidator under section 1001 may be sent to the address of the liquidator’s last known place of business or to an address specified by the liquidator to the registrar for the purpose of receiving notices, or notices of that kind.]

[F16(4) In this section “address” includes a number or address used for the purposes of sending or receiving documents or information by electronic means.

(5) For the purposes of subsection (4) a document or information is sent or received by electronic means if it is—

(a)sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data, and

(b)entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means.

References to electronic means have a corresponding meaning.”].

Textual Amendments