The Companies (Address of Registered Office) Regulations 2016

Application to Limited Liability Partnerships

21.  In regulation 67, after section 1097 as applied with modifications by that regulation, insert—

“1097A    Rectification of register relating to LLP registered office

(1) The provisions of the Companies (Address of Registered Office) Regulations 2016(1) (S.I. 2016/423) requiring the registrar, on application, to change the address of a company’s registered office if the registrar is satisfied that the company is not authorised to use the address, apply to LLPs.

(2) Those provisions are—

(a) regulations 1 to 18; and

(b) the Schedule.

(3) In those provisions as they apply to LLPs—

(a) for “company” substitute “LLP”;

(b) for “a company” substitute “an LLP”;

(c) for “director” substitute “member”;

(d) omit the references to “or secretary”, “or register of secretaries” and “or section 276”;

(e) all references to “the Act” include references to the Act as applied with modifications to LLPs;

(f) all references to the “2015 Regulations” include references to the 2015 Regulations as applied with modifications to LLPs;

(g) in regulation 5, omit paragraph (b)(iv);

(h) for regulation 11 substitute—

“Effect of change of address

11.   Where the registrar changes the address of an LLP’s registered office under section 1097A(6) of the Act or these Regulations, the following duties of the LLP under the Act are suspended for a period of 28 days beginning on the day the address was changed—

(a) the duty to make LLP records available for inspection including—

(i) register of members (section 162)(2);

(ii) accounting records (section 388)(3);

(iii) register of debenture holders (section 743)(4); and

(iv) instruments creating charges (section 859Q)(5);

(b) the duty to display an LLP’s registered name at the LLP’s registered office under regulation 21(1)(a) of the 2015 Regulations;

(c) the duty to state information about the LLP’s registered office in descriptions of document or communication specified under regulation 25(1) of the 2015 Regulations;

(d) the duty to provide information about an LLP’s registered office on request to those persons the LLP deals with in the course of business under regulation 27(1)(a) of the 2015 Regulations.”; and

(i) in regulation 16, for “section 1097A(6)” substitute “section 1097A(5)”.

(4) The applicant and the LLP must provide such information as the registrar may require for the purposes of determining such an application.

(5) The applicant or the LLP may appeal the outcome of an application under this section to the court.

(6) On an appeal, the court must direct the registrar to register such address as the registered office of the LLP as the court considers appropriate in all the circumstances of the case.”

(1)

S.I. 2016/423.

(2)

Section 162 was applied with modifications to LLPs by regulation 18 of S.I. 2009/1804.

(3)

Section 388 was applied with modifications to LLPs by regulation 6 of S.I. 2008/1911.

(4)

Section 743 was applied with modifications to LLPs by regulation 21 of S.I. 2009/1804.

(5)

Section 859Q was applied with modifications to LLPs by regulation 32 of S.I. 2009/1804, which was amended by S.I. 2013/618.