The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015

Explanatory Note

(This note is not part of the Regulations)

These Regulations introduce changes for limited liability partnerships (“LLPs”), European Public Limited-Liability Companies (known as Societas Europaea) (“SEs”), European Economic Interest Groupings (“EEIGs”), unregistered companies and companies authorised to register. These changes are consequent on changes made to the Companies Act 2006 (“CA 2006”) by Part 8 of the Small Business, Enterprise and Employment Act 2015 (“SBEE 2015”).

Regulation 5 amends sections 1000, 1001 and 1003 of CA 2006 as modified by regulations 50 and 51 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 to apply to LLPs. These amendments reduce timescales for striking an LLP from the register and reflect changes made to Part 1 of Chapter 31 of the CA 2006 by section 103 of SBEE 2015.

Regulation 6 amends section 1087 of CA 2006 (as modified by regulation 66 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009) and modifies sections 1087A and 1087B of the CA 2006 so that they apply to LLPs. These amendments require the registrar to omit the ‘day’ of the date of birth of members of an LLP from the material on the register available for public inspection and prevent the registrar from disclosing date of birth information except in specific circumstances. Sections 1087A and 1087B CA 2006 were inserted by section 96 of SBEE 2015. Regulation 8(3) and (4) amends the European Economic Interest Grouping Regulations 1989 to make equivalent provision for EEIGs, whilst regulation 9(3) amends the Unregistered Companies Regulations 2009 to make equivalent provision for unregistered companies.

Regulations 7, 8(2) and 10 amend the European Public Limited-Liability Company Regulations 2004, the European Economic Interest Grouping Regulations 1989 and the Companies (Companies Authorised to Register) Regulations 2009 so that, when a notice relating to a member, manager, director or secretary acting in the relevant capacity is delivered to the registrar of companies, the notice itself will no longer need to contain a statement of that person's consent to act. Instead, the statement required will be that the person has already provided the consent. This reflects the changes being made to the CA 2006 by section 100 of SBEE 2015.

Regulation 9(2) amends the Unregistered Companies Regulations 2009 to apply the new notification requirement in section 1079B of the CA 2006 (being introduced by section 101 SBEE 2015) to unregistered companies.

Regulation 11 requires the Secretary of State to review the operation and effect of these Regulations and publish a report within five years after they come into force and at least every five years after that.

A regulatory impact assessment of the effect that this instrument will have on the costs to business and the voluntary sector is available from the Business Environment Directorate, Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET or from www.gov.uk/bis and is annexed to the Explanatory Memorandum which is available alongside the instrument at www.legislation.gov.uk.