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

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Effect of Crown disclaimer: Scotland

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54.  Sections 1020 to 1022 apply to LLPs, modified so that they read as follows—

General effect of disclaimer

1020.  (1)  The Crown’s disclaimer operates to determine, as from the date of the disclaimer, the rights, interests and liabilities of the LLP, and the property of the LLP, in or in respect of the property disclaimed.

(2) It does not (except so far as is necessary for the purpose of releasing the LLP and its property from liability) affect the rights or liabilities of any other person.

Power of court to make vesting order

1021.  (1)  The court may—

(a)on application by a person who either claims an interest in disclaimed property or is under a liability not discharged by this Act in respect of disclaimed property, and

(b)on hearing such persons as it thinks fit,

make an order for the vesting of the property in or its delivery to any persons entitled to it, or to whom it may seem just that the property should be delivered by way of compensation for such liability, or a trustee for him.

(2) The order may be made on such terms as the court thinks fit.

(3) On a vesting order being made under this section, the property comprised in it vests accordingly in the person named in that behalf in the order, without conveyance or assignation for that purpose.

Protection of persons holding under a lease

1022.  (1)  Where the property disclaimed is held under a lease the court must not make a vesting order in favour of a person claiming under the LLP, whether—

(a)as sub-lessee, or

(b)as creditor in a duly registered or (as the case may be) recorded heritable security over a lease,

except on the following terms.

(2) The person must by the order be made subject—

(a)to the same liabilities and obligations as those to which the LLP was subject under the lease in respect of the property, or

(b)if the court thinks fit, only to the same liabilities and obligations as if the lease had been assigned to him.

In either event (if the case so requires) the liabilities and obligations must be as if the lease had comprised only the property comprised in the vesting order.

(3) A sub-lessee or creditor declining to accept a vesting order on such terms is excluded from all interest in and security over the property.

(4) If there is no person claiming under the LLP who is willing to accept an order on such terms, the court has power to vest the LLP’s estate and interest in the property in any person liable (either personally or in a representative character, and either alone or jointly with the LLP) to perform the lessee’s obligations under the lease.

(5) The court may vest that estate and interest in such a person freed and discharged from all interests, rights and obligations created by the LLP in the lease or in relation to the lease.

(6) For the purposes of this section a heritable security—

(a)is duly recorded if it is recorded in the Register of Sasines, and

(b)is duly registered if registered in accordance with the Land Registration (Scotland) Act 1979 (c. 33)..

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