Statutory Instruments
Companies
Limited Liability Partnerships
Made
at 12.30 p.m. on 26th June 2020
Laid before Parliament
at 14.15 p.m. on 26th June 2020
Coming into force
27th June 2020
1. These Regulations may be cited as the Companies etc. (Filing Requirements) (Temporary Modifications) Regulations 2020.
2. These Regulations come into force on 27th June 2020.
3.—(1) The Companies Act 2006 is modified in accordance with regulations 4 to 20.
(2) References to a section in this Part are to a section of that Act.
4. Section 87(4)(b) (change of address of registered office) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
5. Section 87, as it applies to unregistered companies by virtue of paragraph 5 of Schedule 1 to the Unregistered Companies Regulations 2009(3), is to have effect as if for the reference in subsection (1) to “15 days” there were substituted a reference to “42 days”.
6. Section 114(5) (register to be kept available for inspection) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
7. Section 162(6) (register of directors) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
8. Section 167(1) (duty to notify registrar of changes) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
9. Section 275(6) (duty to keep register of secretaries) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
10. Section 276(1) (duty to notify registrar of changes) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
11. Section 442 (period allowed for filing accounts) is to have effect as if—
(a)in subsection (2)—
(i)in paragraph (a) for the reference to “nine months” there were substituted a reference to “twelve months”;
(ii)in paragraph (b) for the reference to “six months” there were substituted a reference to “nine months”;
(b)in subsection (3), in paragraph (a), for the reference to “nine months or six months” there were substituted a reference to “twelve months or nine months”.
12. Section 442, as it applies to limited liability partnerships, by virtue of regulation 17 of the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008(4), is to have effect as if for each reference to “nine months” there were substituted a reference to “twelve months”.
13.—(1) The modifications in paragraph (2) apply to a company in respect of which an election under section 790X is in force.
(2) Section 790M (duty to keep register) is to have effect as if for each reference to “14 days” there were substituted a reference to “42 days”.
14. Section 790N(4) (register to be kept available for inspection) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
15. Section 790VA(2) (notification of changes to the registrar) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
16. Section 853A(1) (duty to deliver confirmation statements) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
17. Section 853L(1) (failure to deliver confirmation statement) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
18.—(1) Section 859A(4) (charges created by a company) is to have effect as if for the reference to “21 days” there were substituted a reference to “31 days”.
(2) Paragraph (1) does not apply in respect of a period allowed for delivery under section 859A which has been extended by the court under section 859F.
19.—(1) Section 859B(6) (charge in series of debentures) is to have effect as if for each reference to “21 days” there were substituted in each place where it occurs a reference to “31 days”.
(2) Paragraph (1) does not apply in respect of a period allowed for delivery under section 859B which has been extended by the court under section 859F.
20. Section 859Q(5) (instruments creating charges to be available for inspection) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
21. The Scottish Partnerships (Register of People with Significant Control) Regulations 2017(5) have effect subject to the modifications in regulations 22 to 36.
22. Regulation 7 (notification of changes to the registration information) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
23. Regulation 8(1) (effect of a partnership ceasing to be a Scottish qualifying partnership) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
24. Regulation 19 (duty to deliver information to the registrar) is to have effect as if for each reference to “14 days” there were substituted in each place where it occurs a reference to “42 days”.
25. Regulation 20 (duty to deliver information about a relevant change) is to have effect as if for both references to “14 days” there were substituted a reference to “42 days”.
26. Regulation 23(2) (additional matters to be notified to the registrar where there is no registrable person or registrable relevant legal entity) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
27. Regulation 24(2) (additional matters where there is an unidentified registrable person) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
28. Regulation 25(2) (additional matters where an identified registrable person’s particulars are not confirmed) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
29. Regulation 26(2) (additional matters where investigations by an eligible Scottish partnership are ongoing) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
30. Regulation 27(2) (additional matters where there is a failure to comply with a notice given under regulation 10) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
31. Regulation 28(2) (additional matters where there is a failure to comply with a notice given under regulation 11) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
32. Regulation 29(2) (additional matters where a notice given under regulation 10 or 11 is complied with after the time specified in the notice) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
33. Regulation 30(2) (additional matters where an eligible Scottish partnership has issued a restrictions notice) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
34. Regulation 31 (end-dating of additional matters) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
35. Regulation 35(1) (duty to deliver a confirmation statement) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
36. Regulation 38(1) (failure to deliver a confirmation statement) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
37. Section 9(1) (registration of changes in partnerships) of the Limited Partnerships Act 1907(6) is to have effect as if for the reference to “seven days” there were substituted a reference to “42 days”.
38.—(1) Section 466(4C)(a) of the Companies Act 1985(7) (alteration of floating charges) is to have effect as if for the reference to “21 days” there were substituted a reference to “31 days”.
(2) Paragraph (1) does not apply in respect of a period allowed for delivery under section 466(4C) of the Companies Act 1985 which has been extended by the court under section 859F of the Companies Act 2006.
39. Section 9(1) (registration of membership changes) of the Limited Liability Partnerships Act 2000(8) is to have effect as if—
(a)in paragraph (a), for the reference to “fourteen days” there were substituted a reference to “42 days”, and
(b)in paragraph (b), for the reference to “14 days” there were substituted a reference to “42 days”.
40. Regulation 80C(1) (duty to notify registrar of changes) of the European Public Limited-Liability Company Regulations 2004(9) is to have effect as if for the reference to “14 days” there were substituted a reference to “42 days”.
41.—(1) The Overseas Companies Regulations 2009(10) are to have effect subject to the following modifications.
(2) Regulation 34 (period allowed for filing copies of accounting documents) is to have effect as if for the reference to “three months” there were substituted a reference to “six months”.
(3) Regulation 46(2) (filing of copies of subsequent accounting documents) is to have effect as if for the reference to “three months” there were substituted a reference to “six months”.
(4) This regulation expires at the end of the day on 5th April 2021.
(5) Paragraph (4) does not affect the continued operation of this regulation for the purpose of determining the length of any period that begins before the expiry.
Callanan
Parliamentary Under Secretary of State
Department for Business, Energy and Industrial Strategy
At 12.30 p.m. on 26th June 2020
(This note is not part of the Regulations)
These Regulations temporarily extend the period within which certain filing requirements must be met by companies and other bodies.
Regulation 4 to 20 modify various provisions of the Companies Act 2006 (c. 46) to extend the period during which certain filing obligations must be met by companies.
Regulation 22 to 36 modify the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694) to extend the period during which certain filing obligations must be met by Scottish partnerships.
Regulation 37 to 41 modify the Limited Partnerships Act 1907 (c. 24), the Companies Act 1985 (c. 6), the Limited Liability Partnerships Act 2000 (c. 12), the European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326) and the Overseas Companies Regulations 2009 (S.I. 2009/1801) to extend the period during which certain filing obligations must be met by companies, limited partnerships, limited liability partnerships, European public limited-liability companies, overseas companies and unregistered companies.
Regulation 41(4) provides that regulation 41 expires at the end of the day on 5th April 2021 subject to the saving provision provided for in that regulation. The other modifications made by these regulations will also expire at the end of the day on 5th April 2021 by virtue of section 39(8) of the Corporate Insolvency and Governance Act 2020 (c.12) (subject to the saving provision in section 39(9)).
A full Impact Assessment has not been prepared for this instrument due to the need to act with urgency and the temporary nature of the measures. The Department published an assessment of the likely scope and impacts of the temporary measures which can be found in Annex B of the Explanatory Notes to the Corporate Insolvency and Governance Act 2020 (c.12).
The Explanatory Memorandum has been published alongside this instrument at www.legislation.gov.uk.
S.I. 2009/2436 to which there are amendments not relevant to these Regulations.
S.I. 2008/1911 amended by S.I. 2008/393, 2012/2301, 2018/1155, 2016/575 and 2017/1164.
S.I. 2017/694 to which there are amendments not relevant to these Regulations.
1907 c. 24. Section 9 is substituted by S.I. 2017/514.
1985 c. 6. Section 466(4C) is inserted by S.I. 2013/600.
2000 c. 12. Section 9(1) is amended by S.I. 2009/1804.
S.I. 2004/2326 amended by S.I. 2009/2400, 2014/2382, 2015/1695 and 2018/1298.
S.I. 2009/1801 to which there are amendments not relevant to these Regulations.