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

Consolidated Text As Enacted Cited authorities 192 Cited in Amendments 280 Related
JurisdictionUK Non-devolved
CitationSI 2009/1804
Year2009
  • These Regulations may be cited as the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.
    • (1) The provisions of these Regulations come into force as follows.(2) Regulations 8, 64, 77, 80 and 81 of, and paragraphs 6 and 7 of Schedule 3 to, these Regulations come into force on the day after the Regulations are made for the purpose of enabling the exercise of powers to make regulations or orders by statutory instrument.(3) Otherwise, the Regulations come into force on 1st October 2009.(1) In these Regulations “LLP” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000.any reference to a numbered Part, section or Schedule is to the Part, section or Schedule so numbered in the Companies Act 2006;to provisions of the Companies Act 2006, orto provisions of instruments made under that Act,references in provisions applied to LLPs to provisions of the Insolvency Act 1986
  • Sections 43 to 47 apply to LLPs, modified so that they read as follows—
      (43) LLP contracts
    • (1) Under the law of England and Wales or Northern Ireland a contract may be made—
    • (a) by an LLP, by writing under its common seal, or
    • (b) on behalf of an LLP, by a person acting under its authority, express or implied.
    • by an LLP, by writing under its common seal, oron behalf of an LLP, by a person acting under its authority, express or implied.This is without prejudice to section 6 of the Limited Liability Partnerships Act 2000 (c. 12) (members as agents) .Any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of an LLP.by the affixing of its common seal, orby signature in accordance with the following provisions.by two members, orby a member of the LLP in the presence of a witness who attests the signature.A document signed in accordance with subsection (2) and expressed, in whatever words, to be executed by the LLP has the same effect as if executed under the common seal of the LLP.In favour of a purchaser a document is deemed to have been duly executed by an LLP if it purports to be signed in accordance with subsection (2) . A “purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.Where a document is to be signed by a person on behalf of more than one LLP, or on behalf of an LLP and a company, it is not duly signed by that person for the purposes of this section unless he signs it separately in each capacity.References in this section to a document being (or purporting to be) signed by a member are to be read, in a case where that member is a firm, as references to its being (or purporting to be) signed by an individual authorised by the firm to sign on its behalf.This section applies to a document that is (or purports to be) executed by an LLP in the name of or on behalf of another person whether or not that person is also an LLP.An LLP may have a common seal, but need not have one.An LLP which has a common seal shall have its name engraved in legible characters on the seal.the LLP, andevery member of the LLP who is in default.A member of an LLP, or a person acting on behalf of an LLP, commits an offence if he uses, or authorises the use of, a seal purporting to be a seal of the LLP on which its name is not engraved as required by subsection (2) .A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.This section does not form part of the law of Scotland.it is duly executed by the LLP, andit is delivered as a deed.For the purposes of subsection (1) (b) a document is presumed to be delivered upon its being executed, unless a contrary intention is proved.Under the law of England and Wales or Northern Ireland an LLP may, by instrument executed as a deed, empower a person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf.A deed or other document so executed, whether in the United Kingdom or elsewhere, has effect as if executed by the LLP.
  • Section 48 applies to LLPs, modified so that it reads as follows—
      (48) Execution of documents by LLPs: Scotland
    • (1) The following provisions form part of the law of Scotland only.
    • (2) Notwithstanding the provisions of any enactment, an LLP need not have a common seal.
    • (3) For the purposes of any enactment—
    • (a) providing for a document to be executed by an LLP by affixing its common seal, or
    • (b) referring (in whatever terms) to a document so executed,
      • a document signed or subscribed by or on behalf of the LLP in accordance with the provisions of the Requirements of Writing (Scotland) Act 1995 (c. 7) has effect as if so executed.
    • The following provisions form part of the law of Scotland only.Notwithstanding the provisions of any enactment, an LLP need not have a common seal.providing for a document to be executed by an LLP by affixing its common seal, orreferring (in whatever terms) to a document so executed,
  • Section 49 applies to LLPs, modified so that it reads as follows—
      (49) Official seal for use abroad
    • (1) An LLP that has a common seal may have an official seal for use outside the United Kingdom.
    • (2) The official seal must be a facsimile of the LLP's common seal, with the addition on its...
    • An LLP that has a common seal may have an official seal for use outside the United Kingdom.The official seal must be a facsimile of the LLP's common seal, with the addition on its

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