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

Correction or removal of material on the register

67.  Sections 1093 to 1098 apply to LLPs, modified so that they read as follows—

“Registrar’s notice to resolve inconsistency on the register

1093.— (1) Where it appears to the registrar that the information contained in a document delivered to the registrar is inconsistent with other information on the register, the registrar may give notice to the LLP to which the document relates—

(a) stating in what respects the information contained in it appears to be inconsistent with other information on the register, and

(b) requiring the LLP to take steps to resolve the inconsistency.

(2) The notice must—

(a) state the date on which it is issued, and

(b) require the delivery to the registrar, within 14 days after that date, of such replacement or additional documents as may be required to resolve the inconsistency.

(3) If the necessary documents are not delivered within the period specified, an offence is committed by—

(a) the LLP, and

(b) every member of the LLP who is in default.

(4) A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

Administrative removal of material from the register

1094.— (1) The registrar may remove from the register anything that there was power, but no duty, to include.

(2) This power is exercisable, in particular, so as to remove—

(a) unnecessary material within the meaning of section 1074, and

(b) material derived from a document that has been replaced under—

• section 1076 (replacement of document not meeting requirements for proper delivery), or

• section 1093 (notice to remedy inconsistency on the register).

(3) This section does not authorise the removal from the register of—

(a) anything whose registration has had legal consequences in relation to the LLP as regards—

(i) its formation,

(ii) a change of name,

(iii) a change of registered office,

(iv) a change in the situation of a registered office,

(v) the registration of a charge, or

(vi) its dissolution;

(b) an address that is a person’s registered address for the purposes of section 1140 (service of documents on members and others).

(4) On or before removing any material under this section (otherwise than at the request of the LLP) the registrar must give notice—

(a) to the person by whom the material was delivered (if the identity, and name and address of that person are known), or

(b) to the LLP to which the material relates (if notice cannot be given under paragraph (a) and the identity of that LLP is known).

(5) The notice must—

(a) state what material the registrar proposes to remove, or has removed, and on what grounds, and

(b) state the date on which it is issued.

Rectification of register on application to registrar

1095.— (1) The provisions of the Registrar of Companies and Applications for Striking Off Regulations 2009 (S.I. 2009/1803) requiring the registrar, on application, to remove from the register material that—

(a) derives from anything invalid or ineffective or that was done without authority, or

(b) is factually inaccurate, or is derived from something that is factually inaccurate or forged,

apply to LLPs.

(2) Those provisions are—

(a) regulations 4 and 5, and

(b) any other provisions of the regulations having effect for the purposes of those provisions.

(2A) In those provisions as they apply to LLPs—

(a) for “company” substitute “LLP”, and for “relevant company form” substitute “relevant LLP form”;

(b) omit all references to overseas companies and overseas company forms;

(c) omit all references to secretaries;

(d) in regulation 4—

(i) for paragraph (3) substitute—

“(3) A “relevant LLP form” is—

(a) a standard form required for giving notice under section 87 of the Companies Act 2006 (change of address of registered office) or section 9 of the Limited Liability Partnerships Act 2000 (c. 12) (changes relating to members); or

(b) so much of a standard form required for delivering an application under section 2 of the Limited Liability Partnerships Act 2000 (incorporation document etc) as is required for the statement of those who are to be members of the LLP referred to in section 2(2)(e).”,

(ii) omit paragraphs (4) and (6),

(iii) in paragraph (7) omit “or (6)”, and

(iv) in paragraph (8)(a), for “(2), (3), (4) or (5)” substitute “(2) or (3)”;

(e) in regulation 5—

(i) in paragraph (1)(b), omit “or (6)”,

(ii) in paragraphs (2)(b) and (3)(b), for “director or secretary of the company” substitute “designated member of the LLP”,

(iii) omit paragraphs (4) to (7) and (16),

(iv) in paragraphs (8), (11), (12) and (14)(c), for “(2), (3), (4) or (5)” substitute “(2) or (3)”; and

(v) omit paragraph (8)(b) and (c).

(3) An application must—

(a) specify what is to be removed from the register and indicate where on the register it is, and

(b) be accompanied by a statement that the material specified in the application complies with this section and the regulations.

(4) If no objections are made to the application, the registrar may accept the statement as sufficient evidence that the material specified in the application should be removed from the register.

(5) Where anything is removed from the register under this section the registration of which had legal consequences as mentioned in section 1094(3), any person appearing to the court to have a sufficient interest may apply to the court for such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

Rectification of the register under court order

1096.— (1) The registrar shall remove from the register any material—

(a) that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the LLP, or

(b) that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged,

and that the court directs should be removed from the register.

(2) The court order must specify what is to be removed from the register and indicate where on the register it is.

(3) The court must not make an order for the removal from the register of anything the registration of which had legal consequences as mentioned in section 1094(3) unless satisfied—

(a) that the presence of the material on the register has caused, or may cause, damage to the LLP, and

(b) that the LLP’s interest in removing the material outweighs any interest of other persons in the material continuing to appear on the register.

(4) Where in such a case the court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

(5) A copy of the court’s order must be sent to the registrar for registration.

(6) This section does not apply where the court has other, specific, powers to deal with the matter, for example under—

(a) the provisions of Part 15 relating to the revision of defective accounts, or

(b) section 873 or 888 (rectification of the register of charges).

Powers of court on ordering removal of material from the register

1097.— (1) Where the court makes an order for the removal of anything from the register under section 1096 (rectification of the register), it may give directions under this section.

(2) It may direct that any note on the register that is related to the material that is the subject of the court’s order shall be removed from the register.

(3) It may direct that its order shall not be available for public inspection as part of the register.

(4) It may direct—

(a) that no note shall be made on the register as a result of its order, or

(b) that any such note shall be restricted to such matters as may be specified by the court.

(5) The court shall not give any direction under this section unless it is satisfied—

(a) that—

(i) the presence on the register of the note or, as the case may be, of an unrestricted note, or

(ii) the availability for public inspection of the court’s order,

may cause damage to the LLP, and

(b) that the LLP’s interest in non-disclosure outweighs any interest of other persons in disclosure.

Public notice of removal of certain material from the register

1098.— (1) The registrar must cause to be published—

(a) in the Gazette, or

(b) in accordance with section 1116 (alternative means of giving public notice),

notice of the removal from the register of any document specified in section 1078 or of any material derived from such a document.

(2) The notice must state the name and registered number of the LLP, the description of document and the date of receipt.”.