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The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009
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- UK Statutory Instruments
- 2009 No. 1804
- PART 6
- Regulation 23
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Changes and effects yet to be applied to the whole Instrument associated Parts and Chapters:
Whole provisions yet to be inserted into this Instrument (including any effects on those provisions):
- Pt. 1A inserted by S.I. 2016/340 Sch. 3 para. 3
- Pt. 4A inserted by S.I. 2024/234 reg. 17
- Pt. 5 Ch. 1A inserted by S.I. 2016/599 Sch. 1 para. 3
- Pt. 8A inserted by S.I. 2016/340 reg. 3 Sch. 1
- reg. 3(2)(d) inserted by S.I. 2016/340 Sch. 3 para. 2
- reg. 9A inserted by S.I. 2024/234 reg. 7
- reg. 9B inserted by S.I. 2024/234 reg. 8
- reg. 13A inserted by S.I. 2024/234 reg. 12
- reg. 13B inserted by S.I. 2024/234 reg. 13
- reg. 13C inserted by S.I. 2024/234 reg. 14
- reg. 13C inserted by S.I. 2024/234 reg. 15
- reg. 17A inserted by S.I. 2016/599 Sch. 1 para. 2
- reg. 17B inserted by S.I. 2024/234 reg. 19
- reg. 17ZC inserted by S.I. 2024/234 reg. 18
- reg. 19(5)(f) inserted by S.I. 2016/340 Sch. 3 para. 4
- reg. 30A inserted by S.I. 2024/234 reg. 22
- reg. 31B words inserted by S.I. 2017/693 reg. 24(3)(c)
- reg. 31B words omitted by S.I. 2017/693 reg. 24(2)(b)
- reg. 31B words omitted by S.I. 2017/693 reg. 24(3)(b)
- reg. 31B words substituted by S.I. 2017/693 reg. 24(2)(a)
- reg. 31B words substituted by S.I. 2017/693 reg. 24(3)(a)
- reg. 31B(3) words inserted by S.I. 2017/694 reg. 79
- reg. 31B(3) words substituted by S.I. 2019/348 Sch. 3 para. 24(a)
- reg. 31B(6) words substituted by S.I. 2019/348 Sch. 3 para. 24(b)
- reg. 31E word substituted by S.I. 2017/693 reg. 25(2)
- reg. 31E words inserted by S.I. 2017/693 reg. 25(3)(c)(iii)
- reg. 31E words inserted by S.I. 2017/693 reg. 25(4)
- reg. 31E words omitted by S.I. 2017/693 reg. 25(3)(c)(i)
- reg. 31E words substituted by S.I. 2017/693 reg. 25(3)(a)
- reg. 31E words substituted by S.I. 2017/693 reg. 25(3)(b)
- reg. 31E words substituted by S.I. 2017/693 reg. 25(3)(c)(ii)
- reg. 31E words substituted by S.I. 2017/693 reg. 25(5)
- reg. 31L(2)(c) omitted by S.I. 2024/234 reg. 24
- reg. 31JA inserted by S.I. 2017/693 reg. 26
- reg. 31ZA words inserted by S.I. 2024/234 reg. 23
- reg. 31ZA words omitted by S.I. 2024/234 reg. 23(2)(b)
- reg. 45A inserted by S.I. 2020/643 Sch. 3 para. 3
- reg. 45A inserted by S.I. 2021/60 Sch. 3 para. 3
- reg. 63A inserted by S.I. 2024/234 reg. 27
- reg. 66(ca)(cb) inserted by S.I. 2016/340 Sch. 3 para. 5
- reg. 72(1) words inserted by S.I. 2016/340 Sch. 3 para. 6
- reg. 75A inserted by S.I. 2024/234 reg. 45
- reg. 79A inserted by S.I. 2024/234 reg. 46
This section has no associated Explanatory Memorandum
23. Sections 752 to 754 apply to LLPs, modified so that they read as follows—
“Power to re-issue redeemed debentures
752.—(1) Where an LLP has redeemed debentures previously issued, then unless—
(a)provision to the contrary (express or implied) is contained in any contract made by the LLP, or
(b)the LLP has, by making a determination to that effect or by some other act, manifested its intention that the debentures shall be cancelled,
the LLP may re-issue the debentures, either by re-issuing the same debentures or by issuing new debentures in their place. This subsection is deemed always to have had effect.
(2) On a re-issue of redeemed debentures the person entitled to the debentures has (and is deemed always to have had) the same priorities as if the debentures had never been redeemed.
(3) The re-issue of a debenture or the issue of another debenture in its place under this section is treated as the issue of a new debenture for the purposes of stamp duty. It is not so treated for the purposes of any provision limiting the amount or number of debentures to be issued.
(4) A person lending money on the security of a debenture re-issued under this section which appears to be duly stamped may give the debenture in evidence in any proceedings for enforcing his security without payment of the stamp duty or any penalty in respect of it, unless he had notice (or, but for his negligence, might have discovered) that the debenture was not duly stamped. In that case the LLP is liable to pay the proper stamp duty and penalty.
Deposit of debentures to secure advances
753. Where an LLP has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not treated as redeemed by reason only of the LLP's account having ceased to be in debit while the debentures remained so deposited.
Priorities where debentures secured by floating charge
754.—(1) This section applies where debentures of an LLP registered in England and Wales or Northern Ireland are secured by a charge that, as created, was a floating charge.
(2) If possession is taken, by or on behalf of the holders of the debentures, of any property comprised in or subject to the charge, and the LLP is not at that time in the course of being wound up, the LLP's preferential debts shall be paid out of assets coming to the hands of the persons taking possession in priority to any claims for principal or interest in respect of the debentures.
(3) “Preferential debts” means the categories of debts listed in Schedule 6 to the Insolvency Act 1986 (c. 45) or Schedule 4 to the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I.19)). For the purposes of those Schedules “the relevant date” is the date of possession being taken as mentioned in subsection (2).
(4) Payments under this section shall be recouped, as far as may be, out of the assets of the LLP available for payment of general creditors.”.
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