Limited Liability Partnerships Regulations 2001

JurisdictionUK Non-devolved
CitationSI 2001/1090

2001 No. 1090

PARTNERSHIP

LIMITED LIABILITY PARTNERSHIPS

Limited Liability Partnerships Regulations 2001

Made 19th March 2001

Coming into force 6th April 2001

Whereas a draft of these Regulations has been approved by a resolution of each House of Parliament pursuant to section 17(4) of the Limited Liability Partnerships Act 20001;

Now, therefore, the Secretary of State, in exercise of the powers conferred on him by sections 14, 15, 16 and 17 of the Limited Liability Partnerships Act 2000 and all other powers enabling him in that behalf hereby makes the following Regulations:

1 CITATION, COMMENCEMENT AND INTERPRETATION

PART I

CITATION, COMMENCEMENT AND INTERPRETATION

S-1 Citation and commencement

Citation and commencement

1. These Regulations may be cited as the Limited Liability Partnerships Regulations 2001 and shall come into force on 6th April 2001.

S-2 Interpretation

Interpretation

2. In these Regulations—

“the 1985 Act” means the Companies Act 19852;

“the 1986 Act” means the Insolvency Act 19863;

“the 2000 Act” means the Financial Services and Markets Act 20004;

“devolved”, in relation to the provisions of the 1986 Act, means the provisions of the 1986 Act which are listed in Schedule 4 and, in their application to Scotland, concern wholly or partly, matters which are set out in Section C.2 of Schedule 5 to the Scotland Act 19985as being exceptions to the reservations made in that Act in the field of insolvency;

“limited liability partnership agreement”, in relation to a limited liability partnership, means any agreement express or implied between the members of the limited liability partnership or between the limited liability partnership and the members of the limited liability partnership which determines the mutual rights and duties of the members, and their rights and duties in relation to the limited liability partnership;

“the principal Act” means the Limited Liability Partnerships Act 2000; and

“shadow member”, in relation to limited liability partnerships, means a person in accordance with whose directions or instructions the members of the limited liability partnership are accustomed to act (but so that a person is not deemed a shadow member by reason only that the members of the limited partnership act on advice given by him in a professional capacity).

2 ACCOUNTS AND AUDIT

PART II

ACCOUNTS AND AUDIT

S-3 Application of the accounts and audit provisions of the 1985 Act to limited liability partnerships

Application of the accounts and audit provisions of the 1985 Act to limited liability partnerships

3.—(1) Subject to paragraph (2), the provisions of Part VII of the 1985 Act (Accounts and Audit)6shall apply to limited liability partnerships.

(2) The enactments referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—

(a)

(a) references to a company shall include references to a limited liability partnership;

(b)

(b) references to a director or to an officer of a company shall include references to a member of a limited liability partnership;

(c)

(c) references to other provisions of the 1985 Act and to provisions of the Insolvency Act 1986 shall include references to those provisions as they apply to limited liability partnerships in accordance with Parts III and IV of these Regulations;

(d)

(d) the modifications set out in Schedule 1 to these Regulations; and

(e)

(e) such further modifications as the context requires for the purpose of giving effect to those provisions as applied by this Part of these Regulations.

3 COMPANIES ACT 1985 AND COMPANY DIRECTORS DISQUALIFICATION ACT 1986

PART III

COMPANIES ACT 1985 AND COMPANY DIRECTORS DISQUALIFICATION ACT 1986

S-4 Application of the remainder of the provisions of the 1985 Act and of the provisions of the Company Directors Disqualification Act 1986 to limited liability partnerships

Application of the remainder of the provisions of the 1985 Act and of the provisions of the Company Directors Disqualification Act 1986 to limited liability partnerships

4.—(1) The provisions of the 1985 Act specified in the first column of Part I of Schedule 2 to these Regulations shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—

(a)

(a) references to a company shall include references to a limited liability partnership;

(b)

(b) references to the Companies Acts shall include references to the principal Act and regulations made thereunder;

(c)

(c) references to the Insolvency Act 1986 shall include references to that Act as it applies to limited liability partnerships by virtue of Part IV of these Regulations;

(d)

(d) references in a provision of the 1985 Act to other provisions of that Act shall include references to those other provisions as they apply to limited liability partnerships by virtue of these Regulations;

(e)

(e) references to the memorandum of association of a company shall include references to the incorporation document of a limited liability partnership;

(f)

(f) references to a shadow director shall include references to a shadow member;

(g)

(g) references to a director of a company or to an officer of a company shall include references to a member of a limited liability partnership;

(h)

(h) the modifications, if any, specified in the second column of Part I of Schedule 2 opposite the provision specified in the first column; and

(i)

(i) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.

(2) The provisions of the Company Director Disqualification Act 19867shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—

(a)

(a) references to a company shall include references to a limited liability partnership;

(b)

(b) references to the Companies Acts shall include references to the principal Act and regulations made thereunder and references to the companies legislation shall include references to the principal Act, regulations made thereunder and to any enactment applied by regulations to limited liability partnerships;

(d)

(d) references to the Insolvency Act 1986 shall include references to that Act as it applies to limited liability partnerships by virtue of Part IV of these Regulations;

(e)

(e) references to the memorandum of association of a company shall include references to the incorporation document of a limited liability partnership;

(f)

(f) references to a shadow director shall include references to a shadow member;

(g)

(g) references to a director of a company or to an officer of a company shall include references to a member of a limited liability partnership;

(h)

(h) the modifications, if any, specified in the second column of Part II of Schedule 2 opposite the provision specified in the first column; and

(i)

(i) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.

4 WINDING UP AND INSOLVENCY

PART IV

WINDING UP AND INSOLVENCY

S-5 Application of the 1986 Act to limited liability partnerships

Application of the 1986 Act to limited liability partnerships

5.—(1) Subject to paragraphs (2) and (3), the following provisions of the 1986 Act, shall apply to limited liability partnerships—

(a)

(a) Parts I, II, III, IV, VI and VII of the First Group of Parts (company insolvency; companies winding up),

(b)

(b) the Third Group of Parts (miscellaneous matters bearing on both company and individual insolvency; general interpretation; final provisions)8.

(2) The provisions of the 1986 Act referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—

(a)

(a) references to a company shall include references to a limited liability partnership;

(b)

(b) references to a director or to an officer of a company shall include references to a member of a limited liability partnership;

(c)

(c) references to a shadow director shall include references to a shadow member;

(d)

(d) references to the 1985 Act, the Company Directors Disqualification Act 1986, the Companies Act 19899or to any provisions of those Acts or to any provisions of the 1986 Act shall include references to those Acts or provisions as they apply to limited liability partnerships by virtue of the principal Act;

(e)

(e) references to the memorandum of association of a company and to the articles of association of a company shall include references to the limited liability partnership agreement of a limited liability partnership;

(f)

(f) the modifications set out in Schedule 3 to these Regulations; and

(g)

(g) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.

(3) In the application of this regulation to Scotland, the provisions of the 1986 Act referred to in paragraph (1) shall not include the provisions listed in Schedule 4 to the extent specified in that Schedule.

5 FINANCIAL SERVICES AND MARKETS

PART V

FINANCIAL SERVICES AND MARKETS

S-6 Application of provisions contained in Parts XV and XXIV of the 2000 Act to limited liability partnerships

Application of provisions contained in Parts XV and XXIV of the 2000 Act to limited liability partnerships

6.—(1) Subject to paragraph (2), sections 215(3),(4) and (6), 356, 359(1) to (4), 361 to 365, 367, 370 and 371 of the 2000 Act shall apply to limited liability partnerships.

(2) The provisions of the 2000 Act referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—

(a)

(a) references to a company shall include references to a limited liability partnership;

(b)

(b) references to body shall include references to a limited liability partnership; and

(c)

(c)...

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