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

Inspection etc of the register

66.  Sections 1085 to 1091(1) apply to LLPs, modified so that they read as follows—

“Inspection of the register

1085.—(1) Any person may inspect the register.

(2) The right of inspection extends to the originals of documents delivered to the registrar in hard copy form if, and only if, the record kept by the registrar of the contents of the document is illegible or unavailable.

The period for which such originals are to be kept is limited by section 1083(1).

(3) This section has effect subject to section 1087 (material not available for public inspection).

Right to copy of material not on the register

1086.—(1) Any person may require a copy of any material on the register.

(2) The fee for any such copy of material derived from a document specified for the purposes of section 1077, whether in hard copy or electronic form, must not exceed the administrative cost of providing it.

(3) This section has effect subject to section 1087 (material not available for public inspection).

Material not available for public inspection

1087.—(1) The following material must not be made available by the registrar for public inspection—

(a)the contents of any document sent to the registrar containing views expressed pursuant to section 56 (comments on proposal by LLP to use certain words or expressions in LLP name);

(b)protected information within section 242(1) (members’ residential addresses: restriction on disclosure by registrar);

(c)representations received by the registrar in response to a notice under section 245(2) (notice of proposal to put member’s usual residential address on the public record);

(d)any application to the registrar under section 1024 (application for administrative restoration to the register) that has not yet been determined or was not successful;

(e)any document received by the registrar in connection with the giving or withdrawal of consent under section 1075 (informal correction of documents);

(f)any application or other document delivered to the registrar under section 1088 (application to make address unavailable for public inspection) and any address in respect of which such an application is successful;

(g)any application or other document delivered to the registrar under section 1095 (application for rectification of register);

(h)any court order under section 1096 (rectification of the register under court order) that the court has directed under section 1097 (powers of court on ordering removal of material from the register) is not to be made available for public inspection;

(i)the contents of—

(i)any instrument creating or evidencing a charge, or

(ii)any certified or verified copy of an instrument creating or evidencing a charge,

delivered to the registrar under Part 25 (LLP charges);

(j)any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone;

(k)any other material excluded from public inspection by or under any other enactment.

(2) A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies.

(3) Material to which this section applies need not be retained by the registrar for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar.

Application to registrar to make address unavailable for public inspection

1088.—(1) The provisions of the Companies (Disclosure of Address) Regulations 2009 (S.I. 2009/214) relating to applications to make an address unavailable for inspection under this section apply to LLPs.

(2) The provisions are—

(a)Part 3 (disclosure of protected information),

(b)Part 4 (matters relating to applications), so far as relating to applications to make an address unavailable for inspection under this section, and

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

(3) As those provisions apply to LLPs—

(a)references in the regulations to provisions of the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)) 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 as references to an LLP;

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

(d)omit all references to secretaries or permanent representatives;

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

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

(f)in regulation 9, for paragraph (1) substitute—

“(1) A section 1088 application may be made to the registrar by an individual whose usual residential address was placed on the register either—

(a)under section 288 (register of members) or 363 (duty to deliver annual returns) of the 1985 Act;

(b)under Article 296 or 371 of the 1986 Order;

(c)under section 2 (incorporation document etc) or 9 (registration of membership changes) of the Limited Liability Partnerships Act 2000; or

(d)as a service address under section 855 (contents of annual return) of the Act,

in respect of that usual residential address where it was placed on the register on or after 1st January 2003;”; and

(g)omit regulation 10.

Form of application for inspection or copy

1089.  The registrar may specify the form and manner in which application is to be made for—

(a)inspection under section 1085, or

(b)a copy under section 1086.

Form and manner in which copies to be provided

1090.  The registrar may determine the form and manner in which copies are to be provided.

Certification of copies as accurate

1091.—(1) Copies provided under section 1086 in hard copy form must be certified as true copies unless the applicant dispenses with such certification.

(2) Copies so provided in electronic form must not be certified as true copies unless the applicant expressly requests such certification.

(3) A copy provided under section 1086, certified by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence—

(a)as of equal validity with the original document, and

(b)as evidence (in Scotland, sufficient evidence) of any fact stated in the original document of which direct oral evidence would be admissible.

(4) Regulation 2 of the Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 (S.I. 2006/3429) (certification of electronic copies by registrar) applies where the copy is provided in electronic form.

(5) Copies provided by the registrar may, instead of being certified in writing to be an accurate record, be sealed with the registrar’s official seal(2).”.