The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016

5.  For Part 8 (an LLP’s annual return), substitute—

“PART 8 ANNUAL CONFIRMATION BY LLP OF ACCURACY OF INFORMATION ON REGISTER

30.   Sections 853A and 853B(1) apply to LLPs, modified so that they read as follows—

“853A    Duty to deliver confirmation statements

(1) Every LLP must, before the end of the period of 14 days after the end of each review period, deliver to the registrar—

(a) such information as is necessary to ensure that the LLP is able to make the statement referred to in paragraph (b), and

(b) a statement (“a confirmation statement”) confirming that all information required to be delivered by the LLP to the registrar in relation to the confirmation period concerned under any duty mentioned in subsection (2) either—

(i) has been delivered, or

(ii) is being delivered at the same time as the confirmation statement.

(2) The duties are—

(a) any duty to notify a relevant event (see section 853B);

(b) any duty under section 853I (duty to deliver information about people with significant control).

(3) In this Part “confirmation period”—

(a) in relation to an LLP’s first confirmation statement, means the period beginning with the day of the LLP’s incorporation and ending with the date specified in the statement (“confirmation date”);

(b) in relation to any other confirmation statement of the LLP, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned.

(4) The confirmation date of a confirmation statement must be no later than the last day of the review period concerned.

(5) For the purposes of this Part, each of the following is a review period—

(a) the period of 12 months beginning with the day of the LLP’s incorporation,

(b) each period of 12 months beginning with the day after the end of the previous review period.

(6) But where an LLP delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date.

(7) For the purpose of making a confirmation statement, an LLP is entitled to assume that any information has been properly delivered to the registrar if it has been delivered within the period of 5 days ending with the date on which the statement is delivered.

(8) But subsection (7) does not apply in a case where the LLP has received notice from the registrar that such information has not been properly delivered.

853B    Duty to notify a relevant event

The following duties are duties to notify a relevant event—

(a) the duty to give notice of a change in the address of the LLP’s registered office under section 87(2);

(b) in the case of an LLP in respect of which an election is in force under section 167A (election to keep the register of members or the register of members’ residential addresses (or both) on the central register), the duty to deliver anything as mentioned in section 167D(3);

(c) in the case of an LLP in respect of which an election is in force under section 790X (election to keep information in PSC register on central register), the duty to deliver anything as mentioned in section 790ZA(4);

(d) the duty to give notice of a change under section 9(5) (registration of membership changes) of the Limited Liability Partnerships Act 2000 (in the absence of an election under section 167A); and

(e) in the case of an LLP which, in accordance with regulations under section 1136(6) (where certain LLP records to be kept available for inspection), keeps any LLP records at a place other than its registered office, any duty under the regulations to give notice of a change of address of that place.”.

31.   Section 853I(7) applies to LLPs, modified so that it reads as follows—

“853I    Duty to deliver information about people with significant control

(1) This section applies where—

(a) an LLP to which Part 21A(8) (information about people with significant control) applies makes a confirmation statement, and

(b) there is no election in force under section 790X in respect of the LLP.

(2) The LLP must deliver the information stated in its PSC register to the registrar at the same time as it delivers the confirmation statement.

(3) Subsection (2) does not apply if and to the extent that the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned.

(4) “PSC register” has the same meaning as in Part 21A (see section 790C) of the Companies Act 2006.”

31ZA.   Section 853L(9) applies to LLPs, modified so that it reads as follows—

“853L    Failure to deliver confirmation statement

(1) If an LLP fails to deliver a confirmation statement before the end of the period of 14 days after the end of a review period an offence is committed by—

(a) the LLP, and

(b) every designated member of the LLP.

(2) A person guilty of an offence under subsection (1) is liable on summary conviction—

(a) in England and Wales to a fine, and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale;

(b) in Scotland or Northern Ireland, 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.

(3) The contravention continues until such time as a confirmation statement specifying a confirmation date no later than the last day of the review period concerned is delivered by the LLP to the registrar.

(4) It is a defence for a designated member charged with an offence under subsection (1)(b) to prove that the person took all reasonable steps to avoid the commission or continuation of the offence.

(5) In the case of continued contravention, an offence is also committed by a designated member who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention.

(6) A person guilty of an offence under subsection (5) is liable on summary conviction—

(a) in England and Wales to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default;

(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale for each day on which the contravention continues and the person is in default.””

(1)

Sections 853A and 853B of the Act were substituted by the Small Business, Enterprise and Employment Act 2015 (c. 26), section 92.

(2)

Section 87 is applied to LLPs by S.I. 2009/1804, regulation 16.

(3)

Sections 167A to 167D were inserted into the Companies Act 2006 by the Small Business, Enterprise and Employment Act 2015 (c.26), Schedule 5,paragraph 7 and are applied to LLPs by paragraph 3 of Schedule 1 to these Regulations.

(4)

Sections 790X and 790ZA were inserted into the Companies Act 2006 by the Small Business, Enterprise and Employment Act (c.26), Schedule 3, paragraph 1 and are applied to LLPs by regulation 3 of and Schedule 1 to S.I. 2016/340.

(5)

Section 9 was amended by S.I. 2002/915 and 2009/1804.

(6)

Section 1136 is applied to LLPs by S.I. 2009/1804, regulation 74.

(7)

Section 853I of the Act was substituted by the Small Business, Enterprise and Employment Act 2015 (c.26), section 92.

(8)

Part 21A was inserted by the Small Business, Enterprise and Employment Act (c.26), Schedule 3, paragraph 1.

(9)

Section 853L of the Act was substituted by the Small Business, Enterprise and Employment Act 2015 (c.26), section 92.