ch1200a00a 25-07-00 23:48:23 ACTA Unit: paga CH 12, 24.07.

2000

Limited Liability Partnerships

Act 2000

CHAPTER 12

ARRANGEMENT OF SECTIONS

Introductory
Section
1. Limited liability partnerships.

Incorporation
2. Incorporation document etc.
3. Incorporation by registration.

Membership
4. Members.
5. Relationship of members etc.
6. Members as agents.
7. Ex-members.
8. Designated members.
9. Registration of membership changes.

Taxation
10. Income tax and chargeable gains.
11. Inheritance tax.
12. Stamp duty.
13. Class 4 national insurance contributions.

Regulations
14. Insolvency and winding up.
15. Application of company law etc.
16. Consequential amendments.
17. General.

Supplementary
18. Interpretation.
19. Commencement, extent and short title.
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ii c. 12 Limited Liability Partnerships Act 2000

Schedule:
Names and registered offices.
Part I—Names.
Part II—Registered offices.
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ELIZABETH II c. 12

Limited Liability Partnerships

Act 2000
2000 CHAPTER 12

An Act to make provision for limited liability partnerships.

[20th July 2000]

e it enacted by the Queen’s most Excellent Majesty, by and with

B the advice and consent of the Lords Spiritual and Temporal, and
Commons, in this present Parliament assembled, and by the
authority of the same, as follows:—

Introductory
1.—(1) There shall be a new form of legal entity to be known as a Limited liability
limited liability partnership. partnerships.

(2) A limited liability partnership is a body corporate (with legal

personality separate from that of its members) which is formed by being
incorporated under this Act; and—
(a) in the following provisions of this Act (except in the phrase
“oversea limited liability partnership”), and
(b) in any other enactment (except where provision is made to the
contrary or the context otherwise requires),
references to a limited liability partnership are to such a body corporate.
(3) A limited liability partnership has unlimited capacity.
(4) The members of a limited liability partnership have such liability to
contribute to its assets in the event of its being wound up as is provided
for by virtue of this Act.
(5) Accordingly, except as far as otherwise provided by this Act or any
other enactment, the law relating to partnerships does not apply to a
limited liability partnership.
(6) The Schedule (which makes provision about the names and
registered offices of limited liability partnerships) has effect.
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2 c. 12 Limited Liability Partnerships Act 2000

Incorporation
Incorporation 2.—(1) For a limited liability partnership to be incorporated—
document etc.
(a) two or more persons associated for carrying on a lawful business
with a view to profit must have subscribed their names to an
incorporation document,
(b) there must have been delivered to the registrar either the
incorporation document or a copy authenticated in a manner
approved by him, and
(c) there must have been so delivered a statement in a form approved
by the registrar, made by either a solicitor engaged in the
formation of the limited liability partnership or anyone who
subscribed his name to the incorporation document, that the
requirement imposed by paragraph (a) has been complied with.
(2) The incorporation document must—
(a) be in a form approved by the registrar (or as near to such a form
as circumstances allow),
(b) state the name of the limited liability partnership,
(c) state whether the registered office of the limited liability
partnership is to be situated in England and Wales, in Wales or
in Scotland,
(d) state the address of that registered office,
(e) state the name and address of each of the persons who are to be
members of the limited liability partnership on incorporation,
and
(f) either specify which of those persons are to be designated
members or state that every person who from time to time is a
member of the limited liability partnership is a designated
member.
(3) If a person makes a false statement under subsection (1)(c) which
he—
(a) knows to be false, or
(b) does not believe to be true,
he commits an offence.
(4) A person guilty of an offence under subsection (3) is liable—
(a) on summary conviction, to imprisonment for a period not
exceeding six months or a fine not exceeding the statutory
maximum, or to both, or
(b) on conviction on indictment, to imprisonment for a period not
exceeding two years or a fine, or to both.

Incorporation by 3.—(1) When the requirements imposed by paragraphs (b) and (c) of
registration. subsection (1) of section 2 have been complied with, the registrar shall
retain the incorporation document or copy delivered to him and, unless
the requirement imposed by paragraph (a) of that subsection has not been
complied with, he shall—
(a) register the incorporation document or copy, and
(b) give a certificate that the limited liability partnership is
incorporated by the name specified in the incorporation
document.
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Limited Liability Partnerships Act 2000 c. 12 3

(2) The registrar may accept the statement delivered under paragraph
(c) of subsection (1) of section 2 as sufficient evidence that the requirement
imposed by paragraph (a) of that subsection has been complied with.
(3) The certificate shall either be signed by the registrar or be
authenticated by his official seal.
(4) The certificate is conclusive evidence that the requirements of
section 2 are complied with and that the limited liability partnership is
incorporated by the name specified in the incorporation document.

Membership
4.—(1) On the incorporation of a limited liability partnership its Members.
members are the persons who subscribed their names to the incorporation
document (other than any who have died or been dissolved).
(2) Any other person may become a member of a limited liability
partnership by and in accordance with an agreement with the existing
members.
(3) A person may cease to be a member of a limited liability
partnership (as well as by death or dissolution) in accordance with an
agreement with the other members or, in the absence of agreement with
the other members as to cessation of membership, by giving reasonable
notice to the other members.
(4) A member of a limited liability partnership shall not be regarded
for any purpose as employed by the limited liability partnership unless,
if he and the other members were partners in a partnership, he would be
regarded for that purpose as employed by the partnership.

5.—(1) Except as far as otherwise provided by this Act or any other Relationship of
enactment, the mutual rights and duties of the members of a limited members etc.
liability partnership, and the mutual rights and duties of a limited liability
partnership and its members, shall be governed—
(a) by agreement between the members, or between the limited
liability partnership and its members, or
(b) in the absence of agreement as to any matter, by any provision
made in relation to that matter by regulations under section
15(c).
(2) An agreement made before the incorporation of a limited liability
partnership between the persons who subscribe their names to the
incorporation document may impose obligations on the limited liability
partnership (to take effect at any time after its incorporation).

6.—(1) Every member of a limited liability partnership is the agent of Members as

the limited liability partnership. agents.

(2) But a limited liability partnership is not bound by anything done

by a member in dealing with a person if—
(a) the member in fact has no authority to act for the limited liability
partnership by doing that thing, and
(b) the person knows that he has no authority or does not know or
believe him to be a member of the limited liability partnership.
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4 c. 12 Limited Liability Partnerships Act 2000

(3) Where a person has ceased to be a member of a limited liability

partnership, the former member is to be regarded (in relation to any
person dealing with the limited liability partnership) as still being a
member of the limited liability partnership unless—
(a) the person has notice that the former member has ceased to be a
member of the limited liability partnership, or
(b) notice that the former member has ceased to be a member of the
limited liability partnership has been delivered to the registrar.
(4) Where a member of a limited liability partnership is liable to any
person (other than another member of the limited liability partnership) as
a result of a wrongful act or omission of his in the course of the business of
the limited liability partnership or with its authority, the limited liability
partnership is liable to the same extent as the member.

Ex-members. 7.—(1) This section applies where a member of a limited liability

partnership has either ceased to be a member or—
(a) has died,
(b) has become bankrupt or had his estate sequestrated or has been
wound up,
(c) has granted a trust deed for the benefit of his creditors, or
(d) has assigned the whole or any part of his share in the limited
liability partnership (absolutely or by way of charge or
security).
(2) In such an event the former member or—
(a) his personal representative,
(b) his trustee in bankruptcy or permanent or interim trustee (within
1985 c. 66. the meaning of the Bankruptcy (Scotland) Act 1985) or
liquidator,
(c) his trustee under the trust deed for the benefit of his creditors, or
(d) his assignee,
may not interfere in the management or administration of any business
or affairs of the limited liability partnership.
(3) But subsection (2) does not affect any right to receive an amount
from the limited liability partnership in that event.

Designated 8.—(1) If the incorporation document specifies who are to be

members. designated members—
(a) they are designated members on incorporation, and
(b) any member may become a designated member by and in
accordance with an agreement with the other members,
and a member may cease to be a designated member in accordance with
an agreement with the other members.
(2) But if there would otherwise be no designated members, or only
one, every member is a designated member.
(3) If the incorporation document states that every person who from
time to time is a member of the limited liability partnership is a designated
member, every member is a designated member.
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Limited Liability Partnerships Act 2000 c. 12 5

(4) A limited liability partnership may at any time deliver to the

registrar—
(a) notice that specified members are to be designated members, or
(b) notice that every person who from time to time is a member of
the limited liability partnership is a designated member,
and, once it is delivered, subsection (1) (apart from paragraph (a)) and
subsection (2), or subsection (3), shall have effect as if that were stated in
the incorporation document.
(5) A notice delivered under subsection (4)—
(a) shall be in a form approved by the registrar, and
(b) shall be signed by a designated member of the limited liability
partnership or authenticated in a manner approved by the
registrar.
(6) A person ceases to be a designated member if he ceases to be a
member.

9.—(1) A limited liability partnership must ensure that— Registration of

membership
(a) where a person becomes or ceases to be a member or designated changes.
member, notice is delivered to the registrar within fourteen
days, and
(b) where there is any change in the name or address of a member,
notice is delivered to the registrar within 28 days.
(2) Where all the members from time to time of a limited liability
partnership are designated members, subsection (1)(a) does not require
notice that a person has become or ceased to be a designated member as
well as a member.
(3) A notice delivered under subsection (1)—
(a) shall be in a form approved by the registrar, and
(b) shall be signed by a designated member of the limited liability
partnership or authenticated in a manner approved by the
registrar,
and, if it relates to a person becoming a member or designated member,
shall contain a statement that he consents to becoming a member or
designated member signed by him or authenticated in a manner approved
by the registrar.
(4) If a limited liability partnership fails to comply with subsection (1),
the partnership and every designated member commits an offence.
(5) But it is a defence for a designated member charged with an offence
under subsection (4) to prove that he took all reasonable steps for
securing that subsection (1) was complied with.
(6) A person guilty of an offence under subsection (4) is liable on
summary conviction to a fine not exceeding level 5 on the standard scale.

Taxation
10.—(1) In the Income and Corporation Taxes Act 1988, after section Income tax and
118 insert— chargeable gains.
1988 c. 1.
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6 c. 12 Limited Liability Partnerships Act 2000

“Limited liability partnerships

Treatment of 118ZA. For the purposes of the Tax Acts, a trade,
limited liability profession or business carried on by a limited liability
partnerships.
partnership with a view to profit shall be treated as carried
on in partnership by its members (and not by the limited
liability partnership as such); and, accordingly, the
property of the limited liability partnership shall be
treated for those purposes as partnership property.
Restriction on 118ZB. Sections 117 and 118 have effect in relation to
relief. a member of a limited liability partnership as in relation
to a limited partner, but subject to sections 118ZC and
118ZD.
Member’s 118ZC.—(1) Subsection (3) of section 117 does not
contribution to have effect in relation to a member of a limited liability
trade.
partnership.
(2) But, for the purposes of that section and section
118, such a member’s contribution to a trade at any time
(“the relevant time”) is the greater of—
(a) the amount subscribed by him, and
(b) the amount of his liability on a winding up.
(3) The amount subscribed by a member of a limited
liability partnership is the amount which he has
contributed to the limited liability partnership as capital,
less so much of that amount (if any) as—
(a) he has previously, directly or indirectly, drawn
out or received back,
(b) he so draws out or receives back during the
period of five years beginning with the relevant
time,
(c) he is or may be entitled so to draw out or receive
back at any time when he is a member of the
limited liability partnership, or
(d) he is or may be entitled to require another person
to reimburse to him.
(4) The amount of the liability of a member of a limited
liability partnership on a winding up is the amount
which—
(a) he is liable to contribute to the assets of the
limited liability partnership in the event of its
being wound up, and
(b) he remains liable so to contribute for the period
of at least five years beginning with the relevant
time (or until it is wound up, if that happens
before the end of that period).
Carry forward of 118ZD.—(1) Where amounts relating to a trade carried
unrelieved losses. on by a member of a limited liability partnership are, in
any one or more chargeable periods, prevented from
being given or allowed by section 117 or 118 as it applies
otherwise than by virtue of this section (his “total
unrelieved loss”), subsection (2) applies in each
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Limited Liability Partnerships Act 2000 c. 12 7

subsequent chargeable period in which—

(a) he carries on the trade as a member of the limited
liability partnership, and
(b) any of his total unrelieved loss remains
outstanding.
(2) Sections 380, 381, 393A(1) and 403 (and sections
117 and 118 as they apply in relation to those sections)
shall have effect in the subsequent chargeable period as
if—
(a) any loss sustained or incurred by the member in
the trade in that chargeable period were
increased by an amount equal to so much of his
total unrelieved loss as remains outstanding in
that period, or
(b) (if no loss is so sustained or incurred) a loss of
that amount were so sustained or incurred.
(3) To ascertain whether any (and, if so, how much) of
a member’s total unrelieved loss remains outstanding in
the subsequent chargeable period, deduct from the
amount of his total unrelieved loss the aggregate of—
(a) any relief given under any provision of the Tax
Acts (otherwise than as a result of subsection
(2)) in respect of his total unrelieved loss in that
or any previous chargeable period, and
(b) any amount given or allowed in respect of his
total unrelieved loss as a result of subsection (2)
in any previous chargeable period (or which
would have been so given or allowed had a claim
been made).”
(2) In section 362(2)(a) of that Act (loan to buy into partnership), after
“partner” insert “in a limited partnership registered under the Limited 1907 c. 24.
Partnerships Act 1907”.

(3) In the Taxation of Chargeable Gains Act 1992, after section 59 1992 c. 12.
insert—
“Limited 59A.—(1) Where a limited liability partnership carries
liability on a trade or business with a view to profit—
partnerships.
(a) assets held by the limited liability partnership
shall be treated for the purposes of tax in respect
of chargeable gains as held by its members as
partners, and
(b) any dealings by the limited liability partnership
shall be treated for those purposes as dealings by
its members in partnership (and not by the
limited liability partnership as such),
and tax in respect of chargeable gains accruing to the
members of the limited liability partnership on the
disposal of any of its assets shall be assessed and charged
on them separately.
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8 c. 12 Limited Liability Partnerships Act 2000

(2) Where subsection (1) ceases to apply in relation to

a limited liability partnership with the effect that tax is
assessed and charged—
(a) on the limited liability partnership (as a
company) in respect of chargeable gains
accruing on the disposal of any of its assets, and
(b) on the members in respect of chargeable gains
accruing on the disposal of any of their capital
interests in the limited liability partnership,
it shall be assessed and charged on the limited liability
partnership as if subsection (1) had never applied in
relation to it.
(3) Neither the commencement of the application of
subsection (1) nor the cessation of its application in
relation to a limited liability partnership is to be taken as
giving rise to the disposal of any assets by it or any of its
members.”
(4) After section 156 of that Act insert—
“Cessation of 156A.—(1) Where, immediately before the time of
trade by limited cessation of trade, a member of a limited liability
liability
partnership holds an asset, or an interest in an asset,
partnership.
acquired by him for a consideration treated as reduced
under section 152 or 153, he shall be treated as if a
chargeable gain equal to the amount of the reduction
accrued to him immediately before that time.
(2) Where, as a result of section 154(2), a chargeable
gain on the disposal of an asset, or an interest in an asset,
by a member of a limited liability partnership has not
accrued before the time of cessation of trade, the member
shall be treated as if the chargeable gain accrued
immediately before that time.
(3) In this section “the time of cessation of trade”, in
relation to a limited liability partnership, means the time
when section 59A(1) ceases to apply in relation to the
limited liability partnership.”

Inheritance tax. 11. In the Inheritance Tax Act 1984, after section 267 insert—
1984 c. 51. “Limited 267A. For the purposes of this Act and any other
liability enactments relating to inheritance tax—
partnerships.
(a) property to which a limited liability partnership
is entitled, or which it occupies or uses, shall be
treated as property to which its members are
entitled, or which they occupy or use, as
partners,
(b) any business carried on by a limited liability
partnership shall be treated as carried on in
partnership by its members,
(c) incorporation, change in membership or
dissolution of a limited liability partnership
shall be treated as formation, alteration or
dissolution of a partnership, and
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Limited Liability Partnerships Act 2000 c. 12 9

(d) any transfer of value made by or to a limited

liability partnership shall be treated as made by
or to its members in partnership (and not by or
to the limited liability partnership as such).”

12.—(1) Stamp duty shall not be chargeable on an instrument by which Stamp duty.
property is conveyed or transferred by a person to a limited liability
partnership in connection with its incorporation within the period of one
year beginning with the date of incorporation if the following two
conditions are satisfied.
(2) The first condition is that at the relevant time the person—
(a) is a partner in a partnership comprised of all the persons who are
or are to be members of the limited liability partnership (and no-
one else), or
(b) holds the property conveyed or transferred as nominee or bare
trustee for one or more of the partners in such a partnership.
(3) The second condition is that—
(a) the proportions of the property conveyed or transferred to which
the persons mentioned in subsection (2)(a) are entitled
immediately after the conveyance or transfer are the same as
those to which they were entitled at the relevant time, or
(b) none of the differences in those proportions has arisen as part of
a scheme or arrangement of which the main purpose, or one of
the main purposes, is avoidance of liability to any duty or tax.
(4) For the purposes of subsection (2) a person holds property as bare
trustee for a partner if the partner has the exclusive right (subject only to
satisfying any outstanding charge, lien or other right of the trustee to
resort to the property for payment of duty, taxes, costs or other
outgoings) to direct how the property shall be dealt with.
(5) In this section “the relevant time” means—
(a) if the person who conveyed or transferred the property to the
limited liability partnership acquired the property after its
incorporation, immediately after he acquired the property, and
(b) in any other case, immediately before its incorporation.
(6) An instrument in respect of which stamp duty is not chargeable by
virtue of subsection (1) shall not be taken to be duly stamped unless—
(a) it has, in accordance with section 12 of the Stamp Act 1891, been 1891 c. 39.
stamped with a particular stamp denoting that it is not
chargeable with any duty or that it is duly stamped, or
(b) it is stamped with the duty to which it would be liable apart from
that subsection.

13. In section 15 of the Social Security Contributions and Benefits Act Class 4 national
1992 and section 15 of the Social Security Contributions and Benefits insurance
(Northern Ireland) Act 1992 (Class 4 contributions), after subsection (3) contributions.
insert— 1992 c. 4.
1992 c. 7.
“(3A) Where income tax is (or would be) charged on a member
of a limited liability partnership in respect of profits or gains arising
from the carrying on of a trade or profession by the limited liability
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10 c. 12 Limited Liability Partnerships Act 2000

partnership, Class 4 contributions shall be payable by him if they

would be payable were the trade or profession carried on in
partnership by the members.”

Regulations
Insolvency and 14.—(1) Regulations shall make provision about the insolvency and
winding up. winding up of limited liability partnerships by applying or incorporating,
with such modifications as appear appropriate, Parts I to IV, VI and VII
1986 c. 45. of the Insolvency Act 1986.
(2) Regulations may make other provision about the insolvency and
winding up of limited liability partnerships, and provision about the
insolvency and winding up of oversea limited liability partnerships, by—
(a) applying or incorporating, with such modifications as appear
appropriate, any law relating to the insolvency or winding up of
companies or other corporations which would not otherwise
have effect in relation to them, or
(b) providing for any law relating to the insolvency or winding up of
companies or other corporations which would otherwise have
effect in relation to them not to apply to them or to apply to
them with such modifications as appear appropriate.
(3) In this Act “oversea limited liability partnership” means a body
incorporated or otherwise established outside Great Britain and having
such connection with Great Britain, and such other features, as
regulations may prescribe.

Application of 15. Regulations may make provision about limited liability

company law etc. partnerships and oversea limited liability partnerships (not being
provision about insolvency or winding up) by—
(a) applying or incorporating, with such modifications as appear
appropriate, any law relating to companies or other
corporations which would not otherwise have effect in relation
to them,
(b) providing for any law relating to companies or other
corporations which would otherwise have effect in relation to
them not to apply to them or to apply to them with such
modifications as appear appropriate, or
(c) applying or incorporating, with such modifications as appear
appropriate, any law relating to partnerships.

Consequential 16.—(1) Regulations may make in any enactment such amendments or

amendments. repeals as appear appropriate in consequence of this Act or regulations
made under it.
(2) The regulations may, in particular, make amendments and repeals
affecting companies or other corporations or partnerships.

General. 17.—(1) In this Act “regulations” means regulations made by the

Secretary of State by statutory instrument.
(2) Regulations under this Act may in particular—
(a) make provision for dealing with non-compliance with any of the
regulations (including the creation of criminal offences),
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Limited Liability Partnerships Act 2000 c. 12 11

(b) impose fees (which shall be paid into the Consolidated Fund),
and
(c) provide for the exercise of functions by persons prescribed by the
regulations.
(3) Regulations under this Act may—
(a) contain any appropriate consequential, incidental,
supplementary or transitional provisions or savings, and
(b) make different provision for different purposes.
(4) No regulations to which this subsection applies shall be made
unless a draft of the statutory instrument containing the regulations
(whether or not together with other provisions) has been laid before, and
approved by a resolution of, each House of Parliament.
(5) Subsection (4) applies to—
(a) regulations under section 14(2) not consisting entirely of the
application or incorporation (with or without modifications) of
provisions contained in or made under the Insolvency Act 1986, 1986 c. 45.
(b) regulations under section 15 not consisting entirely of the
application or incorporation (with or without modifications) of
provisions contained in or made under Part I, Chapter VIII of
Part V, Part VII, Parts XI to XIII, Parts XVI to XVIII, Part XX
or Parts XXIV to XXVI of the Companies Act 1985, 1985 c. 6.
(c) regulations under section 14 or 15 making provision about
oversea limited liability partnerships, and
(d) regulations under section 16.
(6) A statutory instrument containing regulations under this Act shall
(unless a draft of it has been approved by a resolution of each House of
Parliament) be subject to annulment in pursuance of a resolution of either
House of Parliament.

Supplementary
18. In this Act— Interpretation.
“address”, in relation to a member of a limited liability partnership,
means—
(a) if an individual, his usual residential address, and
(b) if a corporation or Scottish firm, its registered or
principal office,
“business” includes every trade, profession and occupation,
“designated member” shall be construed in accordance with
section 8,
“enactment” includes subordinate legislation (within the meaning of
the Interpretation Act 1978), 1978 c. 30.
“incorporation document” shall be construed in accordance with
section 2,
“limited liability partnership” has the meaning given by section 1(2),
“member” shall be construed in accordance with section 4,
“modifications” includes additions and omissions,
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12 c. 12 Limited Liability Partnerships Act 2000

“name”, in relation to a member of a limited liability partnership,

means—
(a) if an individual, his forename and surname (or, in the
case of a peer or other person usually known by a title, his title
instead of or in addition to either or both his forename and
surname), and
(b) if a corporation or Scottish firm, its corporate or firm
name,
“oversea limited liability partnership” has the meaning given by
section 14(3),
“the registrar” means—
(a) if the registered office of the limited liability
partnership is, or is to be, situated in England and Wales or
in Wales, the registrar or other officer performing under the
1985 c. 6. Companies Act 1985 the duty of registration of companies in
England and Wales, and
(b) if its registered office is, or is to be, situated in Scotland,
the registrar or other officer performing under that Act the
duty of registration of companies in Scotland, and
“regulations” has the meaning given by section 17(1).

Commencement, 19.—(1) The preceding provisions of this Act shall come into force on
extent and short such day as the Secretary of State may by order made by statutory
title. instrument appoint; and different days may be appointed for different
purposes.
(2) The Secretary of State may by order made by statutory instrument
make any transitional provisions and savings which appear appropriate
in connection with the coming into force of any provision of this Act.
1998 c. 46. (3) For the purposes of the Scotland Act 1998 this Act shall be taken
to be a pre-commencement enactment within the meaning of that Act.
(4) Apart from sections 10 to 13 (and this section), this Act does not
extend to Northern Ireland.
(5) This Act may be cited as the Limited Liability Partnerships Act
2000.
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Limited Liability Partnerships Act 2000 c. 12 13

SCHEDULE Section 1.

Names and registered offices

Part I
Names
Index of names
1. In section 714(1) of the Companies Act 1985 (index of names), after 1985 c. 6.
paragraph (d) insert—
“(da) limited liability partnerships incorporated under the Limited
Liability Partnerships Act 2000,”.

Name to indicate status

2.—(1) The name of a limited liability partnership must end with—
(a) the expression “limited liability partnership”, or
(b) the abbreviation “llp” or “LLP”.

(2) But if the incorporation document for a limited liability partnership states
that the registered office is to be situated in Wales, its name must end with—
(a) one of the expressions “limited liability partnership” and “partneriaeth
atebolrwydd cyfyngedig”, or
(b) one of the abbreviations “llp”, “LLP”, “pac” and “PAC”.

Registration of names
3.—(1) A limited liability partnership shall not be registered by a name—
(a) which includes, otherwise than at the end of the name, either of the
expressions “limited liability partnership” and “partneriaeth
atebolrwydd cyfyngedig” or any of the abbreviations “llp”, “LLP”,
“pac” and “PAC”,
(b) which is the same as a name appearing in the index kept under section
714(1) of the Companies Act 1985,
(c) the use of which by the limited liability partnership would in the opinion
of the Secretary of State constitute a criminal offence, or
(d) which in the opinion of the Secretary of State is offensive.

(2) Except with the approval of the Secretary of State, a limited liability
partnership shall not be registered by a name which—
(a) in the opinion of the Secretary of State would be likely to give the
impression that it is connected in any way with Her Majesty’s
Government or with any local authority, or
(b) includes any word or expression for the time being specified in
regulations under section 29 of the Companies Act 1985 (names
needing approval),
and in paragraph (a) “local authority” means any local authority within the
meaning of the Local Government Act 1972 or the Local Government etc. 1972 c. 70.
(Scotland) Act 1994, the Common Council of the City of London or the Council 1994 c. 39.
of the Isles of Scilly.
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14 c. 12 Limited Liability Partnerships Act 2000

Sch.
Change of name
4.—(1) A limited liability partnership may change its name at any time.
(2) Where a limited liability partnership has been registered by a name
which—
(a) is the same as or, in the opinion of the Secretary of State, too like a name
appearing at the time of registration in the index kept under section
1985 c. 6. 714(1) of the Companies Act 1985, or
(b) is the same as or, in the opinion of the Secretary of State, too like a name
which should have appeared in the index at that time,
the Secretary of State may within twelve months of that time in writing direct the
limited liability partnership to change its name within such period as he may
specify.
(3) If it appears to the Secretary of State—
(a) that misleading information has been given for the purpose of the
registration of a limited liability partnership by a particular name, or
(b) that undertakings or assurances have been given for that purpose and
have not been fulfilled,
he may, within five years of the date of its registration by that name, in writing
direct the limited liability partnership to change its name within such period as
he may specify.
(4) If in the Secretary of State’s opinion the name by which a limited liability
partnership is registered gives so misleading an indication of the nature of its
activities as to be likely to cause harm to the public, he may in writing direct the
limited liability partnership to change its name within such period as he may
specify.
(5) But the limited liability partnership may, within three weeks from the date
of the direction apply to the court to set it aside and the court may set the
direction aside or confirm it and, if it confirms it, shall specify the period within
which it must be complied with.
(6) In sub-paragraph (5) “the court” means—
(a) if the registered office of the limited liability partnership is situated in
England and Wales or in Wales, the High Court, and
(b) if it is situated in Scotland, the Court of Session.
(7) Where a direction has been given under sub-paragraph (2), (3) or (4)
specifying a period within which a limited liability partnership is to change its
name, the Secretary of State may at any time before that period ends extend it by
a further direction in writing.
(8) If a limited liability partnership fails to comply with a direction under this
paragraph—
(a) the limited liability partnership, and
(b) any designated member in default,
commits an offence.
(9) A person guilty of an offence under sub-paragraph (8) is liable on
summary conviction to a fine not exceeding level 3 on the standard scale.

Notification of change of name

5.—(1) Where a limited liability partnership changes its name it shall deliver
notice of the change to the registrar.
(2) A notice delivered under sub-paragraph (1)—
(a) shall be in a form approved by the registrar, and
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Limited Liability Partnerships Act 2000 c. 12 15

Sch.
(b) shall be signed by a designated member of the limited liability
partnership or authenticated in a manner approved by the registrar.
(3) Where the registrar receives a notice under sub-paragraph (2) he shall
(unless the new name is one by which a limited liability partnership may not be
registered)—
(a) enter the new name in the index kept under section 714(1) of the
Companies Act 1985, and 1985 c. 6.
(b) issue a certificate of the change of name.
(4) The change of name has effect from the date on which the certificate is
issued.

Effect of change of name

6. A change of name by a limited liability partnership does not—
(a) affect any of its rights or duties,
(b) render defective any legal proceedings by or against it,
and any legal proceedings that might have been commenced or continued against
it by its former name may be commenced or continued against it by its new name.

Improper use of “limited liability partnership” etc.

7.—(1) If any person carries on a business under a name or title which includes
as the last words—
(a) the expression “limited liability partnership” or “partneriaeth
atebolrwydd cyfyngedig”, or
(b) any contraction or imitation of either of those expressions,
that person, unless a limited liability partnership or oversea limited liability
partnership, commits an offence.
(2) A person guilty of an offence under sub-paragraph (1) is liable on
summary conviction to a fine not exceeding level 3 on the standard scale.

Similarity of names
8. In determining for the purposes of this Part whether one name is the same
as another there are to be disregarded—
(1) the definite article as the first word of the name,
(2) any of the following (or their Welsh equivalents or abbreviations of
them or their Welsh equivalents) at the end of the name—
“limited liability partnership”,
“company”,
“and company”,
“company limited”,
“and company limited”,
“limited”,
“unlimited”,
“public limited company”, and
“investment company with variable capital”, and
(3) type and case of letters, accents, spaces between letters and
punctuation marks,
and “and” and “&” are to be taken as the same.
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16 c. 12 Limited Liability Partnerships Act 2000

Sch.
Part II
Registered offices
Situation of registered office
9.—(1) A limited liability partnership shall—
(a) at all times have a registered office situated in England and Wales or in
Wales, or
(b) at all times have a registered office situated in Scotland,
to which communications and notices may be addressed.
(2) On the incorporation of a limited liability partnership the situation of its
registered office shall be that stated in the incorporation document.
(3) Where the registered office of a limited liability partnership is situated in
Wales, but the incorporation document does not state that it is to be situated in
Wales (as opposed to England and Wales), the limited liability partnership may
deliver notice to the registrar stating that its registered office is to be situated in
Wales.
(4) A notice delivered under sub-paragraph (3)—
(a) shall be in a form approved by the registrar, and
(b) shall be signed by a designated member of the limited liability
partnership or authenticated in a manner approved by the registrar.

Change of registered office

10.—(1) A limited liability partnership may change its registered office by
delivering notice of the change to the registrar.
(2) A notice delivered under sub-paragraph (1)—
(a) shall be in a form approved by the registrar, and
(b) shall be signed by a designated member of the limited liability
partnership or authenticated in a manner approved by the registrar.

? Crown copyright 2000

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