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Limited Liability Partnerships Act 2000

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Limited Liability Partnerships Act 2000 List of acts
 Selected UK Acts and Regulations
    Wills and probate
 
Crown Copyright Acknowledged
CONTENTS

Limited Liability Partnerships Act 2000

2000 CHAPTER 12

An Act to make provision for limited liability partnerships.

[20th July 2000]

Introductory

1. Limited liability partnerships.

Incorporation

2. Incorporation document etc.

3. Incorporation by registration.

Membership

4. Members.

5. Relationship of members etc.

6. Members as agents.

7. Ex-members.

8. Designated members.

9. Registration of membership changes.

Taxation

10. Income tax and chargeable gains.

11. Inheritance tax.

12. Stamp duty.

13. Class 4 national insurance contributions.

Regulations

14. Insolvency and winding up.

15. Application of company law etc.

16. Consequential amendments.

17. General.

Supplementary

18. Interpretation.

19. Commencement, extent and short title.

SCHEDULE

Names and registered offices

 

Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—

Introductory

1 Limited liability partnerships.

(1)There shall be a new form of legal entity to be known as a limited liability partnership.

(2)A limited liability partnership is a body corporate (with legal personality separate from that of its members) which is formed by being incorporated under this Act; and—

(a) in the following provisions of this Act (except in the phrase “oversea limited liability partnership”), and

(b) in any other enactment (except where provision is made to the contrary or the context otherwise requires),

references to a limited liability partnership are to such a body corporate.

(3)A limited liability partnership has unlimited capacity.

(4)The members of a limited liability partnership have such liability to contribute to its assets in the event of its being wound up as is provided for by virtue of this Act.

(5)Accordingly, except as far as otherwise provided by this Act or any other enactment, the law relating to partnerships does not apply to a limited liability partnership.

(6)The Schedule (which makes provision about the names and registered offices of limited liability partnerships) has effect.

Incorporation

2 Incorporation document etc.

(1)For a limited liability partnership to be incorporated—

(a)two or more persons associated for carrying on a lawful business with a view to profit must have subscribed their names to an incorporation document,

(b)there must have been delivered to the registrar either the incorporation document or a copy authenticated in a manner approved by him, and

(c)there must have been so delivered a statement in a form approved by the registrar, made by either a solicitor engaged in the formation of the limited liability partnership or anyone who subscribed his name to the incorporation document, that the requirement imposed by paragraph (a) has been complied with.

(2)The incorporation document must—

(a)be in a form approved by the registrar (or as near to such a form as circumstances allow),

(b)state the name of the limited liability partnership,

(c)state whether the registered office of the limited liability partnership is to be situated in England and Wales, in Wales or in Scotland,

(d)state the address of that registered office,

(e)state the name and address of each of the persons who are to be members of the limited liability partnership on incorporation, and

(f)either specify which of those persons are to be designated members or state that every person who from time to time is a member of the limited liability partnership is a designated member.

[F1(2A)Where a confidentiality order, made under section 723B of the Companies Act 1985 as applied to a limited liability partnerships, is in force in respect of any individual named as a member of a limited liability partnership under subsection (2) that subsection shall have effect as if the reference to the address of the individual were a reference to the address for the time being notified by him under the Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 to any limited liability partnership of which he is a member or if he is not such a member either the address specified in his application for a confidentiality order or the address last notified by him under such a confidentiality order as the case may be.

(2B)Where the incorporation document or a copy of such delivered under this section includes an address specified in reliance on subsection (2A) there shall be delivered with it or the copy of it a statement in a form approved by the registrar containing particulars of the usual residential address of the member whose address is so specified.]

(3) If a person makes a false statement under subsection (1)(c) which he—

(a) knows to be false, or

(b) does not believe to be true,

he commits an offence.

(4) A person guilty of an offence under subsection (3) is liable—

(a) on summary conviction, to imprisonment for a period not exceeding six months or a fine not exceeding the statutory maximum, or to both, or

(b) on conviction on indictment, to imprisonment for a period not exceeding two years or a fine, or to both.

3 Incorporation by registration.

(1)When the requirements imposed by paragraphs (b) and (c) of subsection (1) of section 2 have been complied with, the registrar shall retain the incorporation document or copy delivered to him and, unless the requirement imposed by paragraph (a) of that subsection has not been complied with, he shall—

(a)register the incorporation document or copy, and

(b)give a certificate that the limited liability partnership is incorporated by the name specified in the incorporation document.

(2)The registrar may accept the statement delivered under paragraph (c) of subsection (1) of section 2 as sufficient evidence that the requirement imposed by paragraph (a) of that subsection has been complied with.

(3)The certificate shall either be signed by the registrar or be authenticated by his official seal.

(4)The certificate is conclusive evidence that the requirements of section 2 are complied with and that the limited liability partnership is incorporated by the name specified in the incorporation document.

Membership

4 Members.

(1)On the incorporation of a limited liability partnership its members are the persons who subscribed their names to the incorporation document (other than any who have died or been dissolved).

(2)Any other person may become a member of a limited liability partnership by and in accordance with an agreement with the existing members.

(3)A person may cease to be a member of a limited liability partnership (as well as by death or dissolution) in accordance with an agreement with the other members or, in the absence of agreement with the other members as to cessation of membership, by giving reasonable notice to the other members.

(4)A member of a limited liability partnership shall not be regarded for any purpose as employed by the limited liability partnership unless, if he and the other members were partners in a partnership, he would be regarded for that purpose as employed by the partnership.

5 Relationship of members etc.

(1)Except as far as otherwise provided by this Act or any other enactment, the mutual rights and duties of the members of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its members, shall be governed—

(a)by agreement between the members, or between the limited liability partnership and its members, or

(b)in the absence of agreement as to any matter, by any provision made in relation to that matter by regulations under section 15(c).

(2)An agreement made before the incorporation of a limited liability partnership between the persons who subscribe their names to the incorporation document may impose obligations on the limited liability partnership (to take effect at any time after its incorporation).

6 Members as agents.

(1)Every member of a limited liability partnership is the agent of the limited liability partnership.

(2)But a limited liability partnership is not bound by anything done by a member in dealing with a person if—

(a)the member in fact has no authority to act for the limited liability partnership by doing that thing, and

(b)the person knows that he has no authority or does not know or believe him to be a member of the limited liability partnership.

(3)Where a person has ceased to be a member of a limited liability partnership, the former member is to be regarded (in relation to any person dealing with the limited liability partnership) as still being a member of the limited liability partnership unless—

(a)the person has notice that the former member has ceased to be a member of the limited liability partnership, or

(b)notice that the former member has ceased to be a member of the limited liability partnership has been delivered to the registrar.

(4)Where a member of a limited liability partnership is liable to any person (other than another member of the limited liability partnership) as a result of a wrongful act or omission of his in the course of the business of the limited liability partnership or with its authority, the limited liability partnership is liable to the same extent as the member.

7 Ex-members.

(1)This section applies where a member of a limited liability partnership has either ceased to be a member or—

(a)has died,

(b)has become bankrupt or had his estate sequestrated or has been wound up,

(c)has granted a trust deed for the benefit of his creditors, or

(d)has assigned the whole or any part of his share in the limited liability partnership (absolutely or by way of charge or security).

(2)In such an event the former member or—

(a) his personal representative,

(b) his trustee in bankruptcy or permanent or interim trustee (within the meaning of the M1Bankruptcy (Scotland) Act 1985) or liquidator,

(c) his trustee under the trust deed for the benefit of his creditors, or

(d) his assignee,

may not interfere in the management or administration of any business or affairs of the limited liability partnership.

(3)But subsection (2) does not affect any right to receive an amount from the limited liability partnership in that event.

8 Designated members.

(1) If the incorporation document specifies who are to be designated members—

(a) they are designated members on incorporation, and

(b) any member may become a designated member by and in accordance with an agreement with the other members,

and a member may cease to be a designated member in accordance with an agreement with the other members.

(2) But if there would otherwise be no designated members, or only one, every member is a designated member.

(3) If the incorporation document states that every person who from time to time is a member of the limited liability partnership is a designated member, every member is a designated member.

(4) A limited liability partnership may at any time deliver to the registrar—

(a) notice that specified members are to be designated members, or

(b) notice that every person who from time to time is a member of the limited liability partnership is a designated member,

and, once it is delivered, subsection (1) (apart from paragraph (a)) and subsection (2), or subsection (3), shall have effect as if that were stated in the incorporation document.

(5) A notice delivered under subsection (4)—

(a) shall be in a form approved by the registrar, and

(b) shall be signed by a designated member of the limited liability partnership or authenticated in a manner approved by the registrar.

(6) A person ceases to be a designated member if he ceases to be a member.

9 Registration of membership changes.

(1) A limited liability partnership must ensure that—

(a) where a person becomes or ceases to be a member or designated member, notice is delivered to the registrar within fourteen days, and

(b) where there is any change in the name or address of a member, notice is delivered to the registrar within 28 days.

(2) Where all the members from time to time of a limited liability partnership are designated members, subsection (1)(a) does not require notice that a person has become or ceased to be a designated member as well as a member.

(3) A notice delivered under subsection (1)—

(a) shall be in a form approved by the registrar, and

(b) shall be signed by a designated member of the limited liability partnership or authenticated in a manner approved by the registrar,

and, if it relates to a person becoming a member or designated member, shall contain a statement that he consents to becoming a member or designated member signed by him or authenticated in a manner approved by the registrar.

[F1(3A)Where a confidentiality order under section 723B of the Companies Act 1985 as applied to limited liability partnerships is made in respect of an existing member, the limited liability partnership must ensure that there is delivered within 28 days to the registrar notice in a form approved by the registrar containing the address for the time being notified to it by the member under the Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002.

(3B)Where such a confidentiality order is in force in respect of a member the requirement in subsection (1)(b) to notify a change in the address of a member shall be read in relation to that member as a requirement to deliver to the registrar, within 28 days, notice of—

(a) any change in the usual residential address of that member; and

(b) any change in the address for the time being notified to the limited liability partnership by the member under the Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002,

and the registrar may approve different forms for the notification of each kind of address.]

(4)If a limited liability partnership fails to comply with subsection (1), the partnership and every designated member commits an offence.

(5)But it is a defence for a designated member charged with an offence under subsection (4) to prove that he took all reasonable steps for securing that subsection (1) was complied with.

(6)A person guilty of an offence under subsection (4) is liable on summary conviction to a fine not exceeding level 5 on the standard scale.

 
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