The Limited Liability Partnerships (Application of Company Law) Regulations 2024

Prohibitions on registration of names following direction

8.  After regulation 9A (names containing computer code), inserted by regulation 7 of these Regulations, insert—

“Prohibitions on registration of names following direction

9B.   Sections 57B and 57C apply to LLPs, modified so that they read as follows—

“57B.    Prohibition on re-registering name following direction

(1) Where an LLP’s name has at any time been changed following a direction under section 67, 75, 76, 76A or 76B, or an order under section 73, the LLP must not subsequently be registered under the Limited Liability Partnerships Act 2000 by the original name or a name that is similar to it.

(2) But subsection (1) does not prevent the registration of the LLP by any name approved by the Secretary of State.

(3) In subsection (1)—

(a) the reference to the name of an LLP being changed following a direction under a particular section includes a case where a new name is determined for the LLP under section 76D because of its failure to comply with the direction;

(b) the reference to the name of an LLP being changed following an order under section 73 includes a case where a new name is determined for the LLP under section 73(4) because of its failure to comply with an order.

57C.    Name that another LLP or a company has been directed to change

(1) Where an LLP has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no other LLP may be registered under the Limited Liability Partnerships Act 2000 by that name or a name that is similar if—

(a) that LLP is an existing LLP and there is a person who has, or has had, a relevant relationship with both LLPs, or

(b) an application has been made for the registration of that LLP and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with both LLPs.

(2) Where a company has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no LLP may be registered under the Limited Liability Partnerships Act 2000 by that name or a name that is similar if—

(a) that LLP is an existing LLP and there is a person who has, or has had a relevant relationship with the company and the LLP, or

(b) an application has been made for registration of that LLP and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with the company and the LLP.

(3) But subsection (1) and (2) does not prevent the registration of the LLP by any name approved by the Secretary of State.

(4) For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both LLPs at the same time.

(5) For the purposes of subsection (2) it is irrelevant whether the person has, or has had, a relevant relationship with the LLP and the company at the same time.

(6) For the purposes of this section a person has a “relevant relationship”—

(a) with an LLP if the person is a member or former member,

(b) with a company if the person is—

(i) an officer, or

(ii) a member or former member.

(7) In subsection (1) and (2)—

(a) the reference to the name of an LLP or a company being changed following a direction under a particular section includes a case where a new name is determined—

(i) for a company under section 76D, or

(ii) for an LLP under section 76D, as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804, “the 2009 Regulations”),

because of its failure to comply with the direction;

(b) the reference to the name of a company being changed following an order under section 73 or the name of an LLP being changed following an order under section 73, as applied by the 2009 Regulations, includes a case where a new name is determined—

(i) for a company under section 73(4),

(ii) or for an LLP under section 73(4), as applied by the 2009 Regulations,

because of its failure to comply with an order.””.