Limited Liability Partnerships Act 2005
Table of Contents
Long Title
Part 1 PRELIMINARY
1 Short title
2 Interpretation
3 Administration of Act and appointment of Registrar of Limited Liability Partnerships, etc.
Part 2 NATURE OF LIMITED LIABILITY PARTNERSHIP
4 Separate legal personality
5 Capacity
6 Common seal
7 Execution of deeds by limited liability partnership
8 Alternative to sealing
9 Application of provisions of Companies Act 1967
10 Non-applicability of partnership law
11 Partners
12 Limited liability of partners
13 Power of partner to bind the limited liability partnership
14 Relationship of partners, etc.
15 Cessation of partnership interest
16 Bankruptcy of partner
17 Assignment of partner’s interest in distributions
Part 3 REGISTRATION
18 Registration of limited liability partnership
19 Manner and particulars of registration
20 Registration
21 Power to refuse registration
22 Names of limited liability partnerships
23 Reservation of limited liability partnership names
24 Restrictions on registration of limited liability partnership names
25 Change of limited liability partnership name
Part 4 CONVERSION TO LIMITED LIABILITY PARTNERSHIP
26 Conversion from firm to limited liability partnership
27 Conversion from private company to limited liability partnership
Part 5 MANAGEMENT AND ADMINISTRATION
28 Minimum of 2 partners
29 Manager
30 Annual declaration
31 Accounts
32 Registered office
33 Publication of name and limited liability
34 Registration of change in particulars
35 Duty of partners and managers to provide information to limited liability partnership
36 Request for copy of notice of registration, etc.
37 Transitional provision for contact address
Part 6 RECEIVERSHIP AND WINDING UP
38 Receivership
39 Winding up
40 Amendment of Fourth and Fifth Schedules
41 Debt owed to partner
Part 6A REGISTER OF CONTROLLERS
42 Application of this Part
43 Interpretation of this Part
44 Meaning of "registrable"
45 State of mind of corporation, unincorporated association, etc.
46 Meaning of "legal privilege"
47 Register of controllers
47A Additional particulars
48 Limited liability partnership’s duty to investigate and obtain information
49 Limited liability partnership’s duty to keep information up‑to‑date
50 Limited liability partnership’s duty to correct information
51 Controller’s duty to provide information
52 Controller’s duty to provide change of information
53 Power to enforce
54 Central register of controllers
55 Codes of practice, etc.
56 Exemption
57 Amendment of Sixth and Seventh Schedules
Part 7 MISCELLANEOUS
58 Restriction on undischarged bankrupt being manager of limited liability partnership
59 Disqualification of unfit managers of insolvent limited liability partnerships
60 Disqualification of managers of limited liability partnerships wound up on grounds of national security or interest
61 Disqualification to act as manager on conviction for certain offences
62 Disqualification under Companies Act 1967
63 Power of Registrar to strike defunct limited liability partnership off register
64 Striking off on application by limited liability partnership
65 Withdrawal of application
66 Objections to striking off
67 Application for administrative restoration to register
68 Registrar’s decision on application for administrative restoration
69 Registrar may restore limited liability partnership deregistered by mistake
70 Effect of restoration
71 Retention of books and papers upon striking off
72 False representation as to registration as limited liability partnership
73 Rectification by General Division of High Court
74 Rectification by Registrar on application
75 Rectification or updating on Registrar’s initiative
76 Electronic transaction system
77 Inspection
78 Power of Registrar to obtain further information
79 Penalty for providing false information to Registrar
80 Composition of offences
81 Officers and inspectors deemed to be public servants
82 Destruction of old records
83 Enforcement of duty to make returns
84 Offences by limited liability partnerships
85 Offences by other bodies corporate and partnerships, etc.
86 Authority and its employees not liable to suit
87 Jurisdiction of District Court
88 Evidence
89 General penalties
90 Regulations
91 Rules
92 Criminal liability of partners and managers of limited liability partnerships under other written laws
93 Service of documents on limited liability partnerships under other written laws
94 Service of documents on partner and manager