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

Registrar’s power to strike off defunct LLP

50.  Sections 1000 to 1002 apply to LLPs, modified so that they read as follows—

Power to strike off LLP not carrying on business or in operation

1000.— (1) If the registrar has reasonable cause to believe that an LLP is not carrying on business or in operation, the registrar may send to the LLP by post a letter inquiring whether the LLP is carrying on business or in operation.

(2) If the registrar does not within one month of sending the letter receive any answer to it, the registrar must within 14 days after the expiration of that month send to the LLP by post a registered letter referring to the first letter, and stating—

(a) that no answer to it has been received, and

(b) that if an answer is not received to the second letter within one month from its date, a notice will be published in the Gazette with a view to striking the LLP’s name off the register.

(3) If the registrar—

(a) receives an answer to the effect that the LLP is not carrying on business or in operation, or

(b) does not within one month after sending the second letter receive any answer,

the registrar may publish in the Gazette, and send to the LLP by post, a notice that at the expiration of three months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.

(4) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.

(5) The registrar must publish notice in the Gazette of the LLP’s name having been struck off the register.

(6) On the publication of the notice in the Gazette the LLP is dissolved.

(7) However—

(a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and

(b) nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register.

Duty to act in case of LLP being wound up

1001.— (1) If, in a case where an LLP is being wound up—

(a) the registrar has reasonable cause to believe—

(i) that no liquidator is acting, or

(ii) that the affairs of the LLP are fully wound up, and

(b) the returns required to be made by the liquidator have not been made for a period of six consecutive months,

the registrar must publish in the Gazette and send to the LLP or the liquidator (if any) a notice that at the expiration of three months from the date of the notice the name of the LLP mentioned in it will, unless cause is shown to the contrary, be struck off the register and the LLP will be dissolved.

(2) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the LLP, strike its name off the register.

(3) The registrar must publish notice in the Gazette of the LLP’s name having been struck off the register.

(4) On the publication of the notice in the Gazette the LLP is dissolved.

(5) However—

(a) the liability (if any) of every member of the LLP continues and may be enforced as if the LLP had not been dissolved, and

(b) nothing in this section affects the power of the court to wind up an LLP the name of which has been struck off the register.

Supplementary provisions as to service of letter or notice

1002.— (1) A letter or notice to be sent under section 1000 or 1001 to an LLP may be addressed to the LLP at its registered office or, if no office has been registered, to the care of some member of the LLP.

(2) If there is no member of the LLP whose name and address are known to the registrar, the letter or notice may be sent to each of the persons who subscribed the incorporation document (if their addresses are known to the registrar).

(3) A notice to be sent to a liquidator under section 1001 may be addressed to him at his last known place of business.”.