The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

Members’ residential addresses: protection from disclosure

19.  Sections 240 to 246 apply to LLPs, modified so that they read as follows—

“Protected information

240.— (1) This Chapter makes provision for protecting, in the case of an LLP member who is an individual—

(a) information as to his usual residential address;

(b) the information that his service address is his usual residential address.

(2) That information is referred to in this Chapter as “protected information”.

(3) Information does not cease to be protected information on the individual ceasing to be a member of the LLP.

References in this Chapter to a member include, to that extent, a former member.

Protected information: restriction on use or disclosure by LLP

241.— (1) An LLP must not use or disclose protected information about any of its members, except—

(a) for communicating with the member concerned,

(b) in order to comply with any requirement of this Act or of the Limited Liability Partnerships Act 2000 (c. 12) as to particulars to be sent to the registrar, or

(c) in accordance with section 244 (disclosure under court order).

(2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the member concerned.

Protected information: restriction on use or disclosure by registrar

242.— (1) The registrar must omit protected information from the material on the register that is available for inspection where—

(a) it is contained in a document delivered to him in which such information is required to be stated, and

(b) in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated.

(2) The registrar is not obliged—

(a) to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or

(b) to omit from the material that is available for public inspection anything registered before 1st October 2009.

(3) The registrar must not use or disclose protected information except—

(a) as permitted by section 243 (permitted use or disclosure by registrar), or

(b) in accordance with section 244 (disclosure under court order).

Permitted use or disclosure by the registrar

243.— (1) The registrar may use protected information for communicating with the member in question.

(2) The registrar may disclose protected information—

(a) to a public authority specified for the purposes of this section, or

(b) to a credit reference agency.

(3) The provisions of the Companies (Disclosure of Address) Regulations 2009 (S.I. 2009/214) relating to disclosure of protected information under this section apply to LLPs.

(4) The provisions are—

(a) Part 2 (disclosure of protected information),

(b) Part 4 (matters relating to applications), so far as relating to disclosure under this section, and

(c) any other provisions of the Regulations having effect for the purposes of those provisions.

(5) As those provisions apply to LLPs—

(a) references to provisions of the Companies Act 1985 (c. 6), the Insolvency Act 1986 (c. 45), the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.9)) are to those provisions as applied to LLPs by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090) or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307);

(b) read references to a company or proposed company as references to an LLP or proposed LLP;

(c) read references to a director as references to a member of an LLP;

(d) read references to a subscriber to a memorandum of association as references to a proposed member of a proposed LLP;

(e) in regulation 1(2), for the definition of “former name” substitute—

““former name” means a name by which an individual was formerly known and which has been notified to the registrar under section 2 or 9 of the Limited Liability Partnerships Act 2000;”.

(6) In this section—

“credit reference agency” means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose; and

“public authority” includes any person or body having functions of a public nature.

Disclosure under court order

244.— (1) The court may make an order for the disclosure of protected information by the LLP or by the registrar if—

(a) there is evidence that service of documents at a service address other than the member’s usual residential address is not effective to bring them to the notice of the member, or

(b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the court,

and the court is otherwise satisfied that it is appropriate to make the order.

(2) An order for disclosure by the registrar is to be made only if the LLP—

(a) does not have the member’s usual residential address, or

(b) has been dissolved.

(3) The order may be made on the application of a liquidator, creditor or member of the LLP, or any other person appearing to the court to have a sufficient interest.

(4) The order must specify the persons to whom, and purposes for which, disclosure is authorised.

Circumstances in which registrar may put address on the public record

245.— (1) The registrar may put a member’s usual residential address on the public record if—

(a) communications sent by the registrar to the member and requiring a response within a specified period remain unanswered, or

(b) there is evidence that service of documents at a service address provided in place of the member’s usual residential address is not effective to bring them to the notice of the member.

(2) The registrar must give notice of the proposal—

(a) to the member, and

(b) to every LLP of which the registrar has been notified that the individual is a member.

(3) The notice must—

(a) state the grounds on which it is proposed to put the member’s usual residential address on the public record, and

(b) specify a period within which representations may be made before that is done.

(4) It must be sent to the member at his usual residential address, unless it appears to the registrar that service at that address may be ineffective to bring it to the individual’s notice, in which case it may be sent to any service address provided in place of that address.

(5) The registrar must take account of any representations received within the specified period.

(6) What is meant by putting the address on the public record is explained in section 246.

Putting the address on the public record

246.— (1) The registrar, on deciding in accordance with section 245 that a member’s usual residential address is to be put on the public record, shall proceed as if notice of a change of registered particulars had been given—

(a) stating that address as the member’s service address, and

(b) stating that the member’s usual residential address is the same as his service address.

(2) The registrar must give notice of having done so—

(a) to the member, and

(b) to the LLP.

(3) On receipt of the notice the LLP must—

(a) enter the member’s usual residential address in its register of members as his service address, and

(b) state in its register of members’ residential addresses that his usual residential address is the same as his service address.

(4) If the LLP has been notified by the member in question of a more recent address as his usual residential address, it must—

(a) enter that address in its register of members as the member’s service address, and

(b) give notice to the registrar as on a change of registered particulars.

(5) If an LLP fails to comply with subsection (3) or (4), an offence is committed by—

(a) the LLP, and

(b) every designated member of the LLP who is in default.

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

(7) A member whose usual residential address has been put on the public record by the registrar under this section may not register a service address other than his usual residential address for a period of five years from the date of the registrar’s decision.”.