The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025

Amendments to Part 8A (an LLP’s register of people with significant control)

8.—(1) In regulation 31A (overview), in section 790A of the 2006 Act as applied to LLPs by that regulation―

(a) in subsection (b), for “keep the register required by the remainder of this Part” substitute “notify the registrar of the information in accordance with sections 790EB to 790EF, 790LA, 790LB(1) and 790LC to 790LH”;

(b) for subsections (c) and (d) substitute—

“(c) Sections 790EB to 790EF, 790LA, 790LB(1) and 790LC to 790LH require LLPs to notify the registrar of information relating to persons with significant control;”.

(2) In regulation 31B (key terms), after paragraph (3) insert—

“(3A) Omit subsection (10).”.

(3) After regulation 31B insert—

References to “confirmation” etc of information

31BA.   Section 790CA applies to LLPs, modified so that references to a company are to be read as references to an LLP.”.

(4) In regulation 31C (information gathering)―

(a) in paragraph (1), for “790D to 790J” substitute “790CB to 790I”;

(b) in paragraph (2)―

(i) in sub-paragraph (d), for “(9) and (10)”, substitute “(6) and (7)” and omit the “and” after that sub-paragraph;

(ii) after sub-paragraph (d) insert—

“(da) read section 790DA as if subsections (7) and (8) were omitted;”;

(iii) for sub-paragraph (e) substitute—

“(e) read section 790E as if subsections (5) and (6) were omitted;”;

(iv) after sub-paragraph (e) insert— “and

(f) read section 790EA as if subsections (5) and (6) were omitted.”.

(5) In regulation 31D (required particulars), in section 790K of the 2006 Act as applied to LLPs by that regulation―

(a) in subsection (1), omit paragraph (i) and the “and” before it;

(b) in subsection (2), after paragraph (b) insert—

“(ba) a service address,”;

(c) in subsection (3)—

(i) in paragraph (b), omit “registered or”;

(ii) after paragraph (b) insert—

“(ba) a service address,”;

(d) for subsection (4) substitute—

“(4) In this section “name”, in relation to an individual, means the individual's forename and surname.

(4A) Where an individual is a peer or an individual usually known by a title, any requirement imposed by this Act to provide the individual's name because it forms part of the required particulars under this section may be satisfied by providing that title instead of the individual's forename and surname.”.

(6) After regulation 31D (required particulars) insert—

Duty to notify registrar of persons with significant control

31DA.— (1) Sections 790LA, 790LC to 790LH and 790LJ to 790LL apply to LLPs as if they were read with the following modifications.

(2) Read references to a company as references to an LLP.

(3) Read references to an officer as references to a designated member.

(4) In section 790LA, omit subsection (5).

(5) In section 790LD, omit subsection (4).

(6) In section 790LJ, omit subsection (2).

Identity verification obligations for persons with significant control

31DB.— (1) Sections 790LB, 790LM, 790LN, 790LQ and 790LT apply to LLPs with the following modifications.

(2) Read references to a company as references to an LLP.

(3) In section 790LB—

(a) omit subsections (2) and (3);

(b) in subsection (4)—

(i) “or (2)” is omitted, and

(ii) for “sections 790LM and 790LO” substitute “section 790LM”.

(4) In section 790LN―

(a) in subsection (5) for the definition of “the appointed day” substitute—

““the appointed day” means such day as is appointed in regulations under this section as it applies to registrable persons of companies, except that any reference in those regulations—

(a)

to a company should be read as a reference to an LLP;

(b)

to a director of a company should be read as a reference to a member of an LLP, and

(c)

to any provision of company law should be read as a reference to that provision as applied to LLPs;”;

(b) omit subsection (6).”.

(7) Omit regulations 31E to 31K.

(8) In regulation 31N, in Schedule 1B to the 2006 Act as applied to LLPs by that regulation―

(a) in each of the following provisions, for “or 790E” substitute “, 790DA, 790E or 790EA”―

(i) paragraph 1(1)(a) and (3)(a);

(ii) paragraph 8(3)(a);

(iii) paragraph 11(a) and (b);

(b) for paragraphs 13 and 14 substitute—

“13.— (1) A person to whom a notice under section 790D, 790DA, 790E or 790EA is addressed commits an offence if the person fails, without reasonable excuse, to comply with the notice.

(2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default.

(3) A person guilty of an offence under this paragraph is liable―

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction―

(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates' court or a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding twelve months or a fine not exceeding the statutory maximum (or both);

(iii) in Northern Ireland, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum (or both).

14.— (1) A person commits an offence if the person fails, without reasonable excuse, to comply with a duty under section 790G, 790H or 790HA.

(2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default.

(3) A person guilty of an offence under this paragraph is liable―

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction―

(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates' court or a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding twelve months or a fine not exceeding the statutory maximum (or both);

(iii) in Northern Ireland, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum (or both).

14A.— (1) A person commits an offence if, in purported compliance with a notice under section 790D, 790DA, 790E or 790EA or in purported compliance with a duty imposed by section 790G, 790H or 790HA, and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.

(2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default.

(3) A person guilty of an offence under this paragraph is liable on summary conviction―

(a) in England and Wales, to a fine;

(b) in Scotland, to a fine not exceeding level 5 on the standard scale;

(c) in Northern Ireland, to a fine not exceeding level 5 on the standard scale.

14B.— (1) A person commits an offence if, in purported compliance with a notice under section 790D, 790DA, 790E or 790EA or in purported compliance with a duty imposed by section 790G, 790H or 790HA, the person makes a statement that the person knows is misleading, false or deceptive in a material particular.

(2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default.

(3) A person guilty of an offence under this paragraph is liable―

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction―

(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates' court or to a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(iii) in Northern Ireland, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum (or both).”.