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

Explanatory Note

(This note is not part of the Regulations)

The Limited Liability Partnerships Act 2000 (c. 12), provides for the creation of limited liability partnerships (“LLPs”) and for the making of regulations concerning them.

These Regulations amend provisions of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804, “2009 Regulations”) which apply to LLPs provisions of the Companies Act 2006 (c. 46) (“the 2006 Act”).

The 2006 Act was significantly amended by the Economic Crime and Corporate Transparency Act 2023 (“the 2023 Act”). These Regulations introduce new provisions into the 2009 Regulations which apply provisions of the 2006 Act and the 2023 Act, as well as modifying the 2009 Regulations’ application of certain the 2006 Act’s provisions, so they apply to LLPs.

Part 1 of the Regulations contains general introductory provisions on citation, commencement and interpretation. The Regulations come into force when section 1 (the registrar’s objectives) of the 2023 Act comes into force.

Part 2 of the Regulations amends the Limited Liability Partnerships Act 2000. Changes in regulation 3 and 4 are consequential and supplemental to changes introduced by regulations 16 and 14.

Part 3 of the Regulations amends the 2009 Regulations.

Chapter 1 of this Part contains general introductory provisions.

Chapter 2 amends Part 3 of the 2009 Regulations (an LLP’s name) applying some provisions of Part 5 of the 2006 Act (a company’s name) to LLPs.

Chapter 3 amends Part 4 of the 2009 Regulations (an LLP’s registered office) applying provisions of Part 6 of the 2006 Act (a company’s registered office and email address) to LLPs.

Chapter 4 amends Part 5 of the 2009 Regulations (an LLP’s members) applying some provisions of Chapters 1 and 8 of Part 10 of the 2006 Act (a company’s directors) to LLPs.

Chapter 5 amends Part 8 of the 2009 Regulations (an LLP’s annual return) applying some provisions of Part 24 of the 2006 Act (annual confirmation of accuracy of information on register) to LLPs.

Chapter 6 introduces an amendment to Part 8A of the 2009 Regulations (an LLP’s register of people with significant control) applying provisions of Part 21A of the 2006 Act (information about people with significant control) to LLPs.

Chapter 7 amends Part 13 of the 2009 Regulations (dissolution and restoration to the register) applying some provisions of Part 31 of the 2006 Act (dissolution and restoration to the register) to LLPs.

Chapter 8 amends Part 15 of the 2009 Regulations (the registrar of companies) applying some provisions of Part 31 of the 2006 Act (the registrar of companies) to LLPs.

Chapter 9 inserts a new regulation 79A into the 2009 Regulations, applying some provisions of Part 41 of the 2006 Act (business names) to LLPs.

No impact assessment has been prepared in connection with these Regulations.