Citation, commencement and interpretation

1.—(1) These Regulations may be cited as the Limited Liability Partnerships (Amendment) Regulations 2005 and come into force on 1st October 2005 (“the commencement date”).

(2) Regulation 2 below has effect as respects financial years which begin on or after 1st January 2005 and which end on or after the commencement date.

(3) In these Regulations—

“the 1985 Act” means the Companies Act 1985(2),

“the 1986 Act” means the Insolvency Act 1986(3), and

“the principal regulations” means the Limited Liability Partnerships Regulations 2001(4).

Amendment of Schedule 1 to the principal regulations (accounts and audit)

2.  Schedule 1 to the principal regulations (modifications to provisions of Part 7 of the 1985 Act as applied to limited liability partnerships) is amended in accordance with Schedule 1 to these Regulations.

Amendment of Schedule 3 to the principal regulations (insolvency)

3.  Schedule 3 to the principal regulations (modifications to provisions of the 1986 Act as applied to limited liability partnerships) is amended in accordance with Schedule 2 to these Regulations.

Transitional provision

4.  In a case where a petition for an administration order has been presented before the commencement date, the amendments to the principal regulations made by regulation 3 shall have no effect.

Regulation 2

SCHEDULE 1FURTHER MODIFICATIONS TO PROVISIONS OF PART 7 OF THE 1985 ACT APPLIED TO LIMITED LIABILITY PARTNERSHIPS

1.  Schedule 1 to the principal regulations is amended as follows.

2.  After the entry relating to section 225 of the 1985 Act (alteration of accounting reference date) insert—

3.  After the entry relating to section 228 of the 1985 Act (exemption for parent companies included in accounts of larger group) insert—

4.  For the entry relating to sections 234 (duty to prepare directors' report) and 234A (approval and signing of directors' report) of the 1985 Act substitute—

5.  In the entry relating to section 235 of the 1985 Act (auditors' report)(13), for “subsection (3)”, in both places where it occurs, substitute “subsections (3) to (5)”.

6.  In the entry relating to section 238 of the 1985 Act (persons entitled to receive copies of accounts and reports)(14) after the entry relating to subsection (1) insert—

7.  For the entry relating to subsection (1) of section 239 of the 1985 Act (right to demand copies of accounts and reports)(15) substitute—

8.  In the entry relating to section 240 of the 1985 Act (requirements in connection with publication of accounts)(16), for the modification to subsection (3)(d) substitute “(b) omit paragraph (e), and”.

9.  After the entry relating to section 241 of the 1985 Act (accounts and report to be laid before general meeting) insert—

10.  For the entry relating to subsection (1) of section 242 of the 1985 Act (accounts and reports to be delivered to registrar)(18) substitute—

11.  Omit the entry relating to section 243 of the 1985 Act (accounts of subsidiary undertakings to be appended in certain cases)(19).

12.  Omit the entry relating to section 244(3) of the 1985 Act (3 month extension of period allowed for delivering accounts where oversea interests)(20).

13.  For the entry relating to section 245 of the 1985 Act (voluntary revision of accounts)(21) substitute—

14.  For the entry relating to section 245A (Secretary of State’s notice in respect of annual accounts, reports and reviews)(22) substitute—

15.  For the entry relating to section 245B (application in respect of defective accounts, reports and reviews)(23) substitute—

16.  After the entry relating to section 245B insert—

17.  At the beginning of the entry relating to section 246A of the 1985 Act (special provisions for medium-sized companies)(25) insert—

18.  For the entry relating to section 247A (cases in which special provisions do not apply)(26) substitute—

19.  After the entry relating to section 255D insert—

20.  In paragraph (a) of the entry relating to subsection (1) of section 262 of the 1985 Act (minor definitions)(28), for “and “credit institution”” substitute ““credit institution” and “quoted company””.

21.  In paragraph (a) of the entry relating to subsection (1) of section 262A of the 1985 Act (index of defined expressions)(29), after ““credit institution”” insert ““quoted company””.

22.  In the entry relating to paragraph 3 of Schedule 4 to the 1985 Act (movements in reserves; disclosure of dividends)(30), omit the entry relating to sub-paragraph (7)(b) and (c).

23.  Before the entry relating to paragraph 37 of Schedule 4 to the 1985 Act insert—

24.  In the entry relating to paragraph 3 of Schedule 8 to the 1985 Act (small company accounts: movements in reserves; disclosure of aggregate dividends)(32), omit the reference to sub-paragraph (7)(b).

25.  Before the entry relating to paragraph 37 of Schedule 8 to the 1985 Act insert—

Regulation 3

SCHEDULE 2AMENDMENTS TO SCHEDULE 3 TO THE PRINCIPAL REGULATIONS

1.  Schedule 3 to the principal regulations is amended as follows.

2.  After the entry relating to section 1 of the 1986 Act (those who may propose an arrangement) insert—

3.  In the entries relating to modifications to sections 2 to 7 of the 1986 Act where a proposal under section 1 has been made by the limited liability partnership—

(a)in the entry relating to section 2 (procedure where the nominee is not the liquidator or administrator)(35)—

(i)before the entry in relation to subsection (2) insert—

(ii)in the entry relating to subsection (2), for “(a)” substitute “(aa)”, and

(iii)in the entry relating to subsection (4) insert at the beginning of the modification to subsection (4) “In paragraph (a)” and at the end insert “In paragraph (b) for “that person” substitute “those designated members”.”,

(b)after the entry relating to section 4 (decisions of meetings) insert—

(c)in the entry relating to section 5 (effect of approval)(37), omit the entry relating to subsection (1),

(d)in the entry relating to section 6 (challenge of decisions)(38)—

(i)in the entry relating to subsection (1), omit the words ““meetings” substitute “meeting” and for”,

(ii)in the entry relating to subsection (2), for “(a)” substitute “(aa)” and for “(aa) as follows— “(aa)”” substitute “(ab) as follows— “(ab)””,

(iii)in the substituted subsection (4), for “the approval given by the meeting” substitute “any decision approving the voluntary arrangement which has effect under section 4A”, and

(iv)in the entry relating to subsection (5), omit the words “the first” and omit the words “, for the second “meetings” substitute “meeting””,

(e)after the entry relating to section 6 insert—

(f)in the entry relating to section 7 (implementation of proposal)(40)—

(i)omit the entry relating to subsection (1),

(ii)insert—

(g)in the paragraph after the entry relating to section 7, for the words “an administration order is in force in relation to the limited liability partnership” substitute “the limited liability partnership is in administration”.

4.  Omit the entries relating to sections 8, 9, 10, 11, 13 and 14 of the 1986 Act(41).

5.  In the entry relating to section 84 of the 1986 Act (circumstances in which company may be wound up voluntarily)(42)—

(a)insert after subsection (2)—

(b)in the entry relating to subsection (4), for “(3)” substitute “(4)” and for “(4)” substitute “(5)” wherever it appears.

6.  In the entry relating to section 122 of the 1986 Act (circumstances in which company may be wound up by the court)(43), in the entry relating to subsection (1) in the substituted subsection in modified sub paragraph (1)(d) omit “, or” and at the end of that sub paragraph insert the following—

7.  In the entry relating to section 124 of the 1986 Act (application for winding up)(44) insert at the end—

8.  In the entry relating to section 127 of the 1986 Act (avoidance of property dispositions, etc.)(45), insert in the left hand column “subsection (1)”.

9.  Omit the entry relating to section 233 of the 1986 Act (suppliers of gas, water, electricity, etc.)(46).

10.  In the entry relating to section 247 of the 1986 Act (“insolvency” and “go into liquidation”)(47) insert at the end—

11.  In the entry relating to subsection (3) of section 387 of the 1986 Act (“the relevant date”)(48) insert before the modification to paragraph (c)—

12.  After the entry relating to section 389 of the 1986 Act (acting without qualification an offence)(49) insert—

13.  After the entry relating to section 422 of the 1986 Act (recognised banks, etc.)(50) insert—

14.  Before the entry relating to Schedule 1 to the 1986 Act (powers of the administrator or administrative receiver) insert—

15.  In the entry relating to Schedule 10 to the 1986 Act (punishment of offences under this Act)(53)—

(a)before the entry relating to section 85(2) insert—

(b)after the entry relating to section 429(5) insert—

Explanatory Note

(This note is not part of the Regulations)

These Regulations amend Schedules 1 and 3 to the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090) (“the principal regulations”). The principal regulations apply certain provisions of the Companies Act 1985 (c. 6) (“the 1985 Act”) and the Insolvency Act 1986 (c. 45) (“the 1986 Act”) to limited liability partnerships (“LLPs”).

Regulation 3 of the principal regulations applies Part 7 of the 1985 Act (accounts and audit) to LLPs, with the modifications set out in Schedule 1 to the principal regulations. Part 7 has been amended in particular by the Directors' Remuneration Report Regulations 2002 (S.I. 2002/1986), by the Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947) and by the Companies Act 1985 (Operating and Financial Review and Directors' Report etc.) Regulations 2005 (S.I. 2005/1011). Regulation 2 of, and Schedule 1 to, the Regulations contain further modifications to the provisions of Part 7 of the 1985 Act consequential upon those amendments.

Regulation 5 of the principal regulations applies provisions of the 1986 Act to LLPs, with the modifications set out in Schedule 3 to the principal regulations. The 1986 Act has been amended by the Insolvency Act 2000 (c. 39), by the Insolvency Act 1986 (Amendment) Regulations 2002 (S.I. 2002/1037), by the Insolvency Act 1986 (Amendment) (No. 2) Regulations 2002 (S.I. 2002/1240) and by the Enterprise Act 2002 (c. 40). As a consequence of these amendments to the 1986 Act regulation 3 of, and Schedule 2 to, the Regulations amend the modifications to the 1986 Act as set out in Schedule 3 to the principal regulations.

Regulation 4 makes transitional provision for cases where a petition for an administration order has been presented before the commencement of these Regulations. In such a case the amendments made by these Regulations shall not apply.

A full regulatory impact assessment of the effect that S.I. 2004/2947, and associated instruments such as these Regulations, will have on the costs of business is available from the Department of Trade and Industry, Corporate Law and Governance Directorate, 5th floor, 1 Victoria Street, London, SW1H 0ET (they are also available electronically at ). Copies have also been placed in the libraries of both Houses of Parliament.

A full regulatory impact assessment has not been produced for the amendments made by regulation 3 of, and Schedule 2 to, this instrument as they have no impact on the costs of business.