Statutory Instruments
2001 No. 1090
PARTNERSHIP
LIMITED LIABILITY PARTNERSHIPS
Limited Liability Partnerships Regulations 2001cross-notes
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 2000(1);
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:
PART I CITATION, COMMENCEMENT AND INTERPRETATION
Citation and commencementI1
1. These Regulations may be cited as the Limited Liability Partnerships Regulations 2001 and shall come into force on 6th April 2001.
InterpretationI2
2. In these Regulations—
“the 1985 Act” means the Companies Act 1985 ( 2 );
“the 1986 Act” means the Insolvency Act 1986 ( 3 );
“the 2000 Act” means the Financial Services and Markets Act 2000 ( 4 );
“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 1998 ( 5 ) as 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).
[F1Application of provisions
2A.—(1) The provisions of these Regulations applying—
(a)the Company Directors Disqualification Act 1986, or
(b)provisions of the Insolvency Act 1986,
have effect only in relation to limited liability partnerships registered in Great Britain.
(2) The other provisions of these Regulations have effect in relation to limited liability partnerships registered in any part of the United Kingdom.F1]
PART II ACCOUNTS AND AUDIT
Application of the accounts and audit provisions of the 1985 Act to limited liability partnerships
caseF23. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III COMPANIES ACT 1985 AND COMPANY DIRECTORS DISQUALIFICATION ACT 1986
Application of [F3certain provisionsF3] of the 1985 Act and of the provisions of the Company Directors Disqualification Act 1986 to limited liability partnershipsI3
case4.—(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)references to a company shall include references to a limited liability partnership;
F4(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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;
[F5 (d)references in a provision of the 1985 Act to—
(i)other provisions of that Act, or
(ii)provisions of the Companies Act 2006,
shall include references to those provisions as they apply to limited liability partnerships.F5]
F6(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F6(f). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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)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)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 1986(6) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications—
(a)references to a company shall include references to a limited liability partnership;
(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)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;
F7(e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(f)references to a shadow director shall include references to a shadow member;
(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)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)such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.
PART IV WINDING UP AND INSOLVENCY
Application of the 1986 Act to limited liability partnershipsI4
case5.—(1) Subject to paragraphs (2) and (3), the following provisions of the 1986 Act, shall apply to limited liability partnerships—
(a)Parts I, II, III, IV, VI and VII of the First Group of Parts (company insolvency; companies winding up),
(b)the Third Group of Parts (miscellaneous matters bearing on both company and individual insolvency; general interpretation; final provisions)(7).
(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)references to a company shall include references to a limited liability partnership;
(b)references to a director or to an officer of a company shall include references to a member of a limited liability partnership;
(c)references to a shadow director shall include references to a shadow member;
(d)references to [F8the Companies ActsF8] , the Company Directors Disqualification Act 1986, the Companies Act 1989(8) or 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)F9references ... to the articles of association of a company shall include references to the limited liability partnership agreement of a limited liability partnership;
(f)the modifications set out in Schedule 3 to these Regulations; and
(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.
PART V FINANCIAL SERVICES AND MARKETS
Application of provisions contained in Parts XV and XXIV of the 2000 Act to limited liability partnershipsI5
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)references to a company shall include references to a limited liability partnership;
(b)references to body shall include references to a limited liability partnership; and
(c)references to the 1985 Act, the 1986 Act or to any of the provisions of those Acts shall include references to those Acts or provisions as they apply to limited liability partnerships by virtue of the principal Act.
PART VI DEFAULT PROVISION
Default provision for limited liability partnershipsI6
case7. The mutual rights and duties of the members and the mutual rights and duties of the limited liability partnership and the members shall be determined, subject to the provisions of the general law and to the terms of any limited liability partnership agreement, by the following rules:
(1) All the members of a limited liability partnership are entitled to share equally in the capital and profits of the limited liability partnership.
(2) The limited liability partnership must indemnify each member in respect of payments made and personal liabilities incurred by him—
(a)in the ordinary and proper conduct of the business of the limited liability partnership; or
(b)in or about anything necessarily done for the preservation of the business or property of the limited liability partnership.
(3) Every member may take part in the management of the limited liability partnership.
(4) No member shall be entitled to remuneration for acting in the business or management of the limited liability partnership.
(5) No person may be introduced as a member or voluntarily assign an interest in a limited liability partnership without the consent of all existing members.
(6) Any difference arising as to ordinary matters connected with the business of the limited liability partnership may be decided by a majority of the members, but no change may be made in the nature of the business of the limited liability partnership without the consent of all the members.
(7) The books and records of the limited liability partnership are to be made available for inspection at the registered office of the limited liability partnership or at such other place as the members think fit and every member of the limited liability partnership may when he thinks fit have access to and inspect and copy any of them.
(8) Each member shall render true accounts and full information of all things affecting the limited liability partnership to any member or his legal representatives.
(9) If a member, without the consent of the limited liability partnership, carries on any business of the same nature as and competing with the limited liability partnership, he must account for and pay over to the limited liability partnership all profits made by him in that business.
(10) Every member must account to the limited liability partnership for any benefit derived by him without the consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by him of the property of the limited liability partnership, name or business connection.
ExpulsionI7
case8. No majority of the members can expel any member unless a power to do so has been conferred by express agreement between the members.
PART VII MISCELLANEOUS
General and consequential amendmentsI8
9.—(1) Subject to paragraph (2), the enactments mentioned in Schedule 5 shall have effect subject to the amendments specified in that Schedule.
(2) In the application of this regulation to Scotland—
(a)paragraph 15 of Schedule 5 which amends section 110 of the 1986 Act shall not extend to Scotland; and
(b)paragraph 22 of Schedule 5 which applies to limited liability partnerships the culpable officer provisions in existing primary legislation shall not extend to Scotland insofar as it relates to matters which have not been reserved by Schedule 5 to the Scotland Act 1998.
Application of subordinate legislationI9
10.—(1) The subordinate legislation specified in Schedule 6 shall apply as from time to time in force to limited liability partnerships and—
(a)in the case of the subordinate legislation listed in Part I of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the Companies Act 1985 which are applied by these Regulations;
(b)in the case of the subordinate legislation listed in Part II of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the Insolvency Act 1986 which are applied by these Regulations; and
(c)F10in the case of the subordinate legislation listed in Part III of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of ... the Company Directors Disqualification Act 1986 which are applied by these Regulations.
(2) In the case of any conflict between any provision of the subordinate legislation applied by paragraph (1) and any provision of these Regulations, the latter shall prevail.
Kim Howells,
Parliamentary Under-Secretary of State, for Consumers and Corporate Affairs,
Department of Trade and Industry
19th March 2001
Regulation 3
F11SCHEDULE 1 MODIFICATIONS TO PROVISIONS OF PART VII OF THE 1985 ACT APPLIED BY THESE REGULATIONS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulation 4
case SCHEDULE 2
PART I MODIFICATIONS TO PROVISIONS OF THE 1985 ACT APPLIED TO LIMITED LIABILITY PARTNERSHIPS I10
| Provisions | Modifications |
| Investigation of companies and their affairs: Requisition of documents | |
| F12 . . . | F12 . . . |
| 431 (investigation of a company on its own application or that of its members) | For subsection (2) substitute the following: “(2) —The appointment may be made on the application of the limited liability partnership or on the application of not less than one-fifth in number of those who appear from notifications made to the registrar of companies to be currently members of the limited liability partnership.” |
| 432 (other company investigations)(9)subsection (4) | |
| For the words “but to whom shares in the company have been transferred or transmitted by operation of law” substitute “but to whom a member’s share in the limited liability partnership has been transferred or transmitted by operation of law.” | |
| 433 (inspectors' powers during investigation)(10) | |
| 434 (production of documents and evidence to inspectors)(11) | |
| 436 (obstruction of inspectors treated as contempt of court)(12) | |
| 437 (inspectors' reports)(13) | |
| F13 . . . | |
| 439 (expenses of investigating a company’s affairs)(14) | |
| Omit paragraph (b) together with the word “or” at the end of paragraph (a). |
| 441 (inspectors' report to be evidence)(15) | |
| [F14 section 446A (general powers to give directions) | |
| section 446B (direction to terminate investigation) section | |
| section 446C (resignation and revocation of appointment) | |
| section 446D (appointment of replacement inspectors) | |
| section 446E (obtaining information from former inspectors etc)F14] | |
| 447 (Secretary of State’s power to require production of documents)(16) | |
| [F15 447A (information provided: evidence)F15] | |
| 448 (entry and search of premises)(17) | |
| [F16 448A (protection in relation to certain disclosures: information provided to Secretary of State)F16] | |
| 449 (provision for security of information obtained)(18) | |
| 450 (punishment for destroying, mutilating etc. company documents)(19) | [F17 Omit subsection (1A).F17] |
| 451 (punishment for furnishing false information)(20) | |
| 451A (disclosure of information by Secretary of State or inspector)(21) | [F18 In subsection (1), for the words “sections 434 to 446E” substitute “sections 434 to 441 and 446E”.F18] Omit subsection (5). |
| 452 (privileged information)(22) |
[F19
In subsection (1), for the words “sections 431 to 446E” substitute “sections 431 to 441 and 446E”.F19] In subsection (1A), for the words “sections 434, 443 or 446” substitute “section 434”. |
| [F20 453A (power to enter and remain on premises), | [F21 In subsection (7), for the words “section 431, 432 or 442” substitute “section 431 or 432.F21] |
| 453B (power to enter and remain on premises: procedural), | |
| 453C (failure to comply with certain requirements)F20] | |
| F12 . . . | F12 . . . |
| Floating charges and Receivers (Scotland) | |
| 464 (ranking of floating charges) | In subsection (1), for the words “section 462” substitute “the law of Scotland”. |
| 466 (alteration of floating charges) | Omit subsections (1), (2), (3) and (6). |
| 486 (interpretation for Part XVIII generally) | For the current definition of “company” substitute |
| ““company” means a limited liability partnership;” | |
| Omit the definition of “Register of Sasines”. | |
| 487 (extent of Part XVIII) | |
| F12 . . . | F12 . . . |
| [F22 Schedule 15C (security of information obtained: specified persons), | |
| Schedule 15D (security of information obtained: specified disclosures)F22] | |
| F12 . . . | F12 . . . |
PART II MODIFICATIONS TO THE COMPANY DIRECTORS DISQUALIFICATION ACT 1986 I11
| Part II of Schedule I | After paragraph 8 insert— “8A The extent of the member’s and shadow members' responsibility for events leading to a member or shadow member, whether himself or some other member or shadow member, being declared by the court to be liable to make a contribution to the assets of the limited liability partnership under section 214A of the Insolvency Act 1986.” |
Regulation 5
SCHEDULE 3 MODIFICATIONS TO THE 1986 ACT I12
| Provisions | Modifications |
|---|---|
| Section 1 (those who may propose an arrangement) | |
| For “The directors of a company” substitute “A limited liability partnership” and delete “to the company and”. |
| At the end add “but where a proposal is so made it must also be made to the limited liability partnership”. |
| [F23 Section 1A (moratorium) | |
| For “the directors of an eligible company intend” substitute “an eligible limited liability partnership intends”. For “they” substitute “it”. F23] |
| The following modifications to sections 2 to 7 apply where a proposal under section 1 has been made by the limited liability partnership. | |
| Section 2 (procedure where the nominee is not the liquidator or administrator) | |
| [F24 subsection (1) | For “the directors do” substitute “the limited liability partnership does”.F24] |
| In paragraph [F25
(aa)F25] for “meetings of the company and of it creditors” substitute “a meeting of the creditors of the limited liability partnership”; In paragraph (b) for the first “meetings” substitute “a meeting” and for the second “meetings” substitute “meeting”. |
| For “the person intending to make the proposal” substitute “the designated members of the limited liability partnership”. |
| [F26 In paragraph (a)F26] For “the person intending to make the proposal” substitute “the designated members of the limited liability partnership”. [F26In paragraph (b) for “that person” substitute “those designated members”.F26] |
| Section 3 (summoning of meetings) | |
| For “such meetings as are mentioned in section 2(2)” substitute “a meeting of creditors” and for “those meetings” substitute “that meeting”. |
| Delete subsection (2). |
| Section 4 (decisions of meetings) | |
| For “meetings” substitute “meeting”. |
| For “each of the meetings” substitute “the meeting”. |
| new subsection (5A) | Insert a new subsection (5A) as follows— “(5A) If modifications to the proposal are proposed at the meeting the chairman of the meeting shall, before the conclusion of the meeting, ascertain from the limited liability partnership whether or not it accepts the proposed modifications; and if at that conclusion the limited liability partnership has failed to respond to a proposed modification it shall be presumed not to have agreed to it.” |
| For “either” substitute “the”; after “the result of the meeting”, in the first place where it occurs, insert “(including, where modifications to the proposal were proposed at the meeting, the response to those proposed modifications made by the limited liability partnership)”; and at the end add “and to the limited liability partnership”. |
| [F27 Section 4A (approval of arrangement) | |
| Omit “— (a)”. For “both meetings” substitute “the meeting”. Omit the words from “, or” to “that section”. |
| Omit. |
| Omit. |
| Omit. |
| Omit.F27] |
| Section 5 (effect of approval) | |
| F28 . . . |
| For “each of the reports” substitute “the report”. |
| Section 6 (challenge of decisions) | |
| F29 For ... “either of the meetings” substitute “the meeting”. |
| For “either of the meetings” substitute “the meeting” and after paragraph [F30
(aa)F30] add a new paragraph [F31
(ab) as follows— “(ab)F31] any member of the limited liability partnership; and” Omit the word “and” at the end of paragraph (b) and omit paragraph (c). |
| For “each of the reports” substitute “the report”. |
| For subsection (4) substitute the following— “(4) Where on such an application the court is satisfied as to either of the grounds mentioned in subsection (1), it may do one or both of the following, namely— (a)revoke or suspend [F32any decision approving the voluntary arrangement which has effect under section 4AF32] ; (b)give a direction to any person for the summoning of a further meeting to consider any revised proposal the limited liability partnership may make or, in a case falling within subsection (1)(b), a further meeting to consider the original proposal.”. |
| F33,F34 For ... “meetings” substitute “a meeting” ... and for “person who made the original proposal” substitute “limited liability partnership”. |
| [F35 Section 6A (false representations, etc) | |
| Omit “members or”.F35] |
| Section 7 (implementation of proposal) | |
| F36 . . . |
| In paragraph (a) omit “one or both of” and for “meetings” substitute “meeting”.F37] |
| The following modifications to sections 2 and 3 apply where a proposal under section 1 has been made, where [F38the limited liability partnership is in administrationF38] , by the administrator or, where the limited liability partnership is being wound up, by the liquidator. | |
| Section 2 (procedure where the nominee is not the liquidator or administrator) | |
| In paragraph (a) for “meetings of the company” substitute “meetings of the members of the limited liability partnership”. |
| Section 3 (summoning of meetings) | |
| For “meetings of the company” substitute “a meeting of the members of the limited liability partnership”. |
| F39 . . . | F39 . . . |
| Section 73 (alternative modes of winding up) | |
| Delete “,within the meaning given to that expression by section 735 of the Companies Act,”. |
| Section 74 (liability as contributories of present and past members) | |
| For section 74 there shall be substituted the following— | |
“74. When a limited liability partnership is wound up every present and past member of the limited liability partnership who has agreed with the other members or with the limited liability partnership that he will, in circumstances which have arisen, be liable to contribute to the assets of the limited liability partnership in the event that the limited liability partnership goes into liquidation is liable, to the extent that he has so agreed, to contribute to its assets to any amount sufficient for payment of its debts and liabilities, and the expenses of the winding up, and for the adjustment of the rights of the contributories among themselves. However, a past member shall only be liable if the obligation arising from such agreement survived his ceasing to be a member of the limited liability partnership.” |
|
| Section 75 to 78 | Delete sections 75 to 78. |
| Section 79 (meaning of “contributory”) | |
| In subsection (1) for “every person” substitute “(a)every present member of the limited liability partnership and (b) every past member of the limited liability partnership”. |
| After “section 214 (wrongful trading)” insert “or 214A (adjustment of withdrawals)”. |
| Delete subsection (3). |
| Section 83 (companies registered under Companies Act, Part XXII, Chapter II) | Delete section 83. |
| Section 84 (circumstances in which company may be wound up voluntarily) | |
| For subsection (1) substitute the following— “(1) A limited liability partnership may be wound up voluntarily when it determines that it is to be wound up voluntarily.” |
| Omit subsection (2). |
| For “company passes a resolution for voluntary winding up” substitute “limited liability partnership determines that it is to be wound up voluntarily” and for “resolution” where it appears for the second time substitute “determination”. |
| For “resolution for voluntary winding up may be passed only” substitute “determination to wind up voluntarily may only be made” and in sub-paragraph (b), for “passing of the resolution” substitute “making of the determination”.F40] |
| For subsection (3) substitute the following— “(3) Within 15 days after a limited liability partnership has determined that it be wound up there shall be forwarded to the registrar of companies either a printed copy or else a copy in some other form approved by the registrar of the determination.” |
| After subsection [F41
(4)F41] insert a new subsection [F41
(5)F41] — [F41“(5)F41] If a limited liability partnership fails to comply with this regulation the limited liability partnership and every designated member of it who is in default is liable on summary conviction to a fine not exceeding level 3 on the standard scale.” |
| Section 85 (notice of resolution to wind up) | |
| For subsection (1) substitute the following— “(1) When a limited liability partnership has determined that it shall be wound up voluntarily, it shall within 14 days after the making of the determination give notice of the determination by advertisement in the Gazette.” |
| Section 86 (commencement of winding up) | |
| Substitute the following new section— “86. A voluntary winding up is deemed to commence at the time when the limited liability partnership determines that it be wound up voluntarily.”. |
|
| Section 87 (effect on business and status of company) | |
| In subsection (2), for “articles” substitute “limited liability partnership agreement”. |
| Section 88 (avoidance of share transfers, etc. after winding-up resolution) | For “shares” substitute “the interest of any member in the property of the limited liability partnership”. |
| Section 89 (statutory declaration of solvency) | |
| For “director(s)” wherever it appears in section 89 substitute “designated member(s)”; | |
| For paragraph (a) substitute the following— “(a)it is made within the 5 weeks immediately preceding the date when the limited liability partnership determined that it be wound up voluntarily or on that date but before the making of the determination, and”. |
| For “the resolution for winding up is passed” substitute “the limited liability partnership determined that it be wound up voluntarily”. |
| For “in pursuance of a resolution passed” substitute “voluntarily”. |
| Section 90 (distinction between “members” and “creditors” voluntary winding up) | |
| For “directors'” substitute “designated members'”. | |
| Section 91 (appointment of liquidator) | |
| Delete “in general meeting”. |
| For the existing wording substitute “(2) On the appointment of a liquidator the powers of the members of the limited liability partnership shall cease except to the extent that a meeting of the members of the limited liability partnership summoned for the purpose or the liquidator sanctions their continuance.” After subsection (2) insert— “(3) Subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.” |
| Section 92 (power to fill vacancy in office of liquidator) | |
| For “the company in general meeting” substitute “a meeting of the members of the limited liability partnership summoned for the purpose”. |
| For “a general meeting” substitute “a meeting of the members of the limited liability partnership”. |
| In subsection (3), for “articles” substitute “limited liability partnership agreement”. |
| new subsection (4) | Add a new subsection (4) as follows— “(4) The quorum required for a meeting of the members of the limited liability partnership shall be any quorum required by the limited liability partnership agreement for meetings of the members of the limited liability partnership and if no requirement for a quorum has been agreed upon the quorum shall be 2 members.” |
| [F42 Section 93 (general company meeting at each year’s end) | |
| For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
| new subsection (4) | Add a new subsection (4) as follows— “(4) subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.”F42] |
| Section 94 (final meeting prior to dissolution) | |
| For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
| Add a new subsection (5A) as follows— “(5A) Subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.” |
| For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
| Section 95 (effect of company’s insolvency) | |
| For “directors'” substitute “designated members'”. |
| For subsection (7) substitute the following— “(7) In this section `the relevant period' means the period of 6 months immediately preceding the date on which the limited liability partnership determined that it be wound up voluntarily.” |
| Section 96 (conversion to creditors' voluntary winding up) | |
| For “directors'” substitute “designated members'”. |
| Substitute a new paragraph (b) as follows— “(b)the creditors' meeting was the meeting mentioned in section 98 in the next Chapter;”. |
| Section 98 (meeting of creditors) | |
| For paragraph (a) substitute the following— “(a)cause a meeting of its creditors to be summoned for a day not later than the 14th day after the day on which the limited liability partnership determines that it be wound up voluntarily;”. |
| For “were sent the notices summoning the company meeting at which it was resolved that the company be wound up voluntarily” substitute “the limited liability partnership determined that it be wound up voluntarily”. |
| Section 99 (directors to lay statement of affairs before creditors) | |
| For “the directors of the company” substitute “the designated members” and for “the director so appointed” substitute “the designated member so appointed”. |
| For “directors” substitute “designated members”. |
| For “directors” substitute “designated members” and for “director” substitute “designated member”. |
| Section 100 (appointment of liquidator) | |
| For “The creditors and the company at their respective meetings mentioned in section 98” substitute “The creditors at their meeting mentioned in section 98 and the limited liability partnership”. |
| Delete “director,”. |
| Section 101 (appointment of liquidation committee) | |
| For subsection (2) substitute the following— “(2) If such a committee is appointed, the limited liability partnership may, when it determines that it be wound up voluntarily or at any time thereafter, appoint such number of persons as they think fit to act as members of the committee, not exceeding 5.” |
| [F42 Section 105 (meetings of company and creditors at each year’s end) | |
| For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
| Add a new subsection (5) as follows— “(5) Subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.”F42] |
| Section 106 (final meeting prior to dissolution) | |
| For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
| After subsection (5) insert a new subsection (5A) as follows— “(5A) Subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.” |
| For “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
| Section 110 (acceptance of shares, etc., as consideration for sale of company property) | |
| For the existing section substitute the following: “(1) This section applies, in the case of a limited liability partnership proposed to be, or being, wound up voluntarily, where the whole or part of the limited liability partnership’s business or property is proposed to be transferred or sold to another company whether or not it is a company within the meaning of the Companies Act (“the transferee company”) or to a limited liability partnership (“the transferee limited liability partnership”). (2) With the requisite sanction, the liquidator of the limited liability partnership being, or proposed to be, wound up (“the transferor limited liability partnership”) may receive, in compensation or part compensation for the transfer or sale, shares, policies or other like interests in the transferee company or the transferee limited liability partnership for distribution among the members of the transferor limited liability partnership. (3) The sanction required under subsection (2) is— (a)in the case of a members' voluntary winding up, that of a determination of the limited liability partnership at a meeting of the members of the limited liability partnership conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, (subsections (3) and (4) of section 92 to apply for this purpose as they apply for the purposes of that section), and (b)in the case of a creditor’s voluntary winding up, that of either court or the liquidation committee. (4) Alternatively to subsection (2), the liquidator may (with the sanction) enter into any other arrangement whereby the members of the transferor limited liability partnership may, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto), participate in the profits, or receive any other benefit from the transferee company or the transferee limited liability partnership. (5) A sale or arrangement in pursuance of this section is binding on members of the transferor limited liability partnership. (6) A determination by the limited liability partnership is not invalid for the purposes of this section by reason that it is made before or concurrently with a determination by the limited liability partnership that it be wound up voluntarily or for appointing liquidators; but, if an order is made within a year for winding up the limited liability partnership by the court, the determination by the limited liability partnership is not valid unless sanctioned by the court.” |
|
| Section 111 (dissent from arrangement under section 110) | |
| For subsections (1)–(3) substitute the following— “(1) This section applies in the case of a voluntary winding up where, for the purposes of section 110(2) or (4), a determination of the limited liability partnership has provided the sanction requisite for the liquidator under that section. (2) If a member of the transferor limited liability partnership who did not vote in favour of providing the sanction required for the liquidator under section 110 expresses his dissent from it in writing addressed to the liquidator and left at the registered office of the limited liability partnership within 7 days after the date on which that sanction was given, he may require the liquidator either to abstain from carrying the arrangement so sanctioned into effect or to purchase his interest at a price to be determined by agreement or arbitration under this section. (3) If the liquidator elects to purchase the member’s interest, the purchase money must be paid before the limited liability partnership is dissolved and be raised by the liquidator in such manner as may be determined by the limited liability partnership.” |
| Omit subsection (4). |
| Section 117 (high court and county court jurisdiction) | |
| Delete “Where the amount of a company’s share capital paid up or credited as paid up does not exceed £120,000, then (subject to this section)”. |
| Delete subsection (3). |
| Section 120 (court of session and sheriff court jurisdiction)(23) | |
| Delete “Where the amount of a company’s share capital paid up or credited as paid up does not exceed £120,000,”. |
| Delete subsection (5). |
| Section 122 (circumstances in which company may be wound up by the court)(24) | |
| For subsection (1) substitute the following— “(1) A limited liability partnership may be wound up by the court if— (a)the limited liability partnership has determined that the limited liability partnership be wound up by the court, (b)the limited liability partnership does not commence its business within a year from its incorporation or suspends its business for a whole year, (c)the number of members is reduced below two, (d)the limited liability partnership is unable to pay its debts F43... [F44(da)at the time at which a moratorium for the limited liability partnership under section 1A comes to an end, no voluntary arrangement approved under Part I has effect in relation to the limited liability partnership,F44] (e)the court is of the opinion that it is just and equitable that the limited liability partnership should be wound up.” |
| Section 124 (application for winding up)(25) | |
| Delete these subsections. |
| For “122(1)(fa)” substitute “122(1)(da)”.F45] |
| Section 124A (petition for winding-up on grounds of public interest)(26) | |
| [F46 Omit paragraphs (b) and (bb).F46] |
| Section 126 (power to stay or restrain proceedings against company) | |
| Delete subsection (2). |
| Section 127 (avoidance of property dispositions, etc.) | |
| For “any transfer of shares” substitute “any transfer by a member of the limited liability partnership of his interest in the property of the limited liability partnership”. |
| Section 129 (commencement of winding up by the court) | |
| For “a resolution has been passed by the company” substitute “a determination has been made” and for “at the time of the passing of the resolution” substitute “at the time of that determination”. |
| Section 130 (consequences of winding-up order) | |
| Delete subsection (3). |
| Section 148 (settlement of list of contributories and application of assets) | |
| Delete “, with power to rectify the register of members in all cases where rectification is required in pursuance of the Companies Act or this Act,”. |
| Section 149 (debts due from contributory to company) | |
| Delete “the Companies Act or”. |
| Delete subsection (2). |
| Delete “, whether limited or unlimited,”. |
| Section 160 (delegation of powers to liquidator (England and Wales)) | |
| In subsection (1)(b) delete “and the rectifying of the register of members”. |
| For subsection (2) substitute the following— “(2) But the liquidator shall not make any call without the special leave of the court or the sanction of the liquidation committee.” |
| Section 165 (voluntary winding up) | |
| In paragraph (a) for “an extraordinary resolution of the company” substitute “a determination by a meeting of the members of the limited liability partnership”. |
| For paragraph (c) substitute the following— “(c)summon meetings of the members of the limited liability partnership for the purpose of obtaining their sanction or for any other purpose he may think fit.” |
| Insert a new subsection (4A) as follows— “(4A) Subsections (3) and (4) of section 92 shall apply for the purposes of this section as they apply for the purposes of that section.” |
| Section 166 (creditors' voluntary winding up) | |
| In paragraph (b) for “directors” substitute “designated members”. |
| Section 171 (removal, etc. (voluntary winding up)) | |
| For paragraph (a) substitute the following— “(a)in the case of a members' voluntary winding up, by a meeting of the members of the limited liability partnership summoned specially for that purpose, or”. |
| In paragraph (a) for “final meeting of the company” substitute “final meeting of the members of the limited liability partnership” and in paragraph (b) for “final meetings of the company” substitute “final meetings of the members of the limited liability partnership”. |
| Insert a new subsection (7) as follows— “(7) Subsections (3) and (4) of section 92 are to apply for the purposes of this section as they apply for the purposes of that section.” |
| Section 173 (release (voluntary winding up)) | |
| In paragraph (a) for “a general meeting of the company” substitute “a meeting of the members of the limited liability partnership”. |
| Section 183 (effect of execution or attachment (England and Wales)) | |
| Delete paragraph (a). |
| Section 184 (duties of sheriff (England and Wales))(27) | |
| For “a resolution for voluntary winding up has been passed” substitute “the limited liability partnership has determined that it be wound up voluntarily”. |
| Delete “or of a meeting having been called at which there is to be proposed a resolution for voluntary winding up,” and “or a resolution is passed (as the case may be)”. |
| Section 187 (power to make over assets to employees) | |
| Delete section 187. | |
| Section 194 (resolutions passed at adjourned meetings) | |
| After “contributories” insert “or of the members of a limited liability partnership”. | |
| Section 195 (meetings to ascertain wishes of creditors or contributories) | |
| subsection (3) | Delete “the Companies Act or”. |
| Section 206 (fraud, etc. in anticipation of winding up)(28) | |
| For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily”. |
| Section 207 (transactions in fraud of creditors) | |
| For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily”. |
| Section 210 (material omissions from statement relating to company’s affairs) | |
| For “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”. |
| Section 214 (wrongful trading) | |
| Delete from “but the court shall not” to the end of the subsection. |
| After section 214 | |
| Insert the following new section 214A “214A Adjustment of withdrawals (1) This section has effect in relation to a person who is or has been a member of a limited liability partnership where, in the course of the winding up of that limited liability partnership, it appears that subsection (2) of this section applies in relation to that person. (2) This subsection applies in relation to a person if— (a)within the period of two years ending with the commencement of the winding up, he was a member of the limited liability partnership who withdrew property of the limited liability partnership, whether in the form of a share of profits, salary, repayment of or payment of interest on a loan to the limited liability partnership or any other withdrawal of property, and (b)it is proved by the liquidator to the satisfaction of the court that at the time of the withdrawal he knew or had reasonable ground for believing that the limited liability partnership— (i)was at the time of the withdrawal unable to pay its debts within the meaning of section 123, or (ii)would become so unable to pay its debts after the assets of the limited liability partnership had been depleted by that withdrawal taken together with all other withdrawals (if any) made by any members contemporaneously with that withdrawal or in contemplation when that withdrawal was made. (3) Where this section has effect in relation to any person the court, on the application of the liquidator, may declare that that person is to be liable to make such contribution (if any) to the limited liability partnership’s assets as the court thinks proper. (4) The court shall not make a declaration in relation to any person the amount of which exceeds the aggregate of the amounts or values of all the withdrawals referred to in subsection (2) made by that person within the period of two years referred to in that subsection. (5) The court shall not make a declaration under this section with respect to any person unless that person knew or ought to have concluded that after each withdrawal referred to in subsection (2) there was no reasonable prospect that the limited liability partnership would avoid going into insolvent liquidation. (6) For the purposes of subsection (5) the facts which a member ought to know or ascertain and the conclusions which he ought to reach are those which would be known, ascertained, or reached by a reasonably diligent person having both: (a)the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that member in relation to the limited liability partnership, and (b)the general knowledge, skill and experience that that member has. (7) For the purposes of this section a limited liability partnership goes into insolvent liquidation if it goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up. (8) In this section “member” includes a shadow member. (9) This section is without prejudice to section 214.” |
|
| Section 215 (proceedings under ss 213,214) | |
| Omit the word “or” between the words “213” and “214” and insert after “214” “or 214A”. |
| For “either section” substitute “any of those sections”. |
| For “either section” substitute “any of those sections”. |
| For “Sections 213 and 214” substitute “Sections 213, 214 or 214A”. |
| Section 218 (prosecution of delinquent officers and members of company)(29) | |
| For “officer, or any member, of the company” substitute “member of the limited liability partnership”. |
| For “officer of the company, or any member of it,” substitute “officer or member of the limited liability partnership”. |
| F48 . . . | F48 . . . |
| Section 247 (“insolvency” and “go into liquidation”) | |
| For “passes a resolution for voluntary winding up” substitute “makes a determination that it be wound up voluntarily” and for “passing such a resolution” substitute “making such a determination”. |
| For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”.F49] |
| Section 249 (“connected with a company”) | For the existing words substitute “For the purposes of any provision in this Group of Parts, a person is connected with a company (including a limited liability partnership) if— (a) he is a director or shadow director of a company or an associate of such a director or shadow director (including a member or a shadow member of a limited liability partnership or an associate of such a member or shadow member); or (b) he is an associate of the company or of the limited liability partnership.” |
| Section 250 (“member” of a company) | |
| Delete section 250. | |
| Section 251 (expressions used generally) | |
| Delete the word “and” appearing after the definition of “the rules” and insert the word “and” after the definition of “shadow director”. After the definition of “shadow director” insert the following—
|
|
| Section 386 (categories of preferential debts)(30) | |
| In subsection (1), omit the words “or an individual”. |
| In subsection (2), omit the words “or the individual”. |
| Section 387 (“the relevant date”) | |
| [F50 In paragraph (ab) for “passed a resolution for voluntary winding up” substitute “made a determination that it be wound up voluntarily”.F50] |
| In paragraph (c) for “passing of the resolution for the winding up of the company” substitute “making of the determination by the limited liability partnership that it be wound up voluntarily”. | |
| Omit subsection (5). |
| Omit subsection (6). |
| Section 388 (meaning of “act as insolvency practitioner”)(31) | |
| Omit subsection (2). |
| Omit subsection (3). |
| Delete ““company” means a company within the meaning given by section 735(1) of the Companies Act or a company which may be wound up under Part V of this Act (unregistered companies);” and delete ““interim trustee” and “permanent trustee” mean the same as the Bankruptcy (Scotland) Act 1985”. |
| Section 389 (acting without qualification an offence)(32) | |
| Omit the words “or an individual”. |
| F51 . . . | F51 . . . |
| Section 402 (official petitioner) | Delete section 402. |
| Section 412 (individual insolvency rules (England and Wales)) | Delete section 412. |
| Section 415 (Fees orders (individual insolvency proceedings in England and Wales)) | Delete section 415. |
| Section 416 (monetary limits (companies winding up)) | |
| In subsection (1), omit the words “section 117(2) (amount of company’s share capital determining whether county court has jurisdiction to wind it up);” and the words “section 120(3) (the equivalent as respects sheriff court jurisdiction in Scotland);”. |
| In subsection (3), omit the words “117(2), 120(3) or”. |
| Section 418 (monetary limits (bankruptcy)) | Delete section 418. |
| Section 420 (insolvent partnerships) | Delete section 420. |
| Section 421 (insolvent estates of deceased persons) | Delete section 421. |
| Section 422 (recognised banks, etc.)(33) | Delete section 422. |
| [F52 Section 426A (disqualification from Parliament (England and Wales)) | Omit. |
| Section 426B (devolution) | Omit. |
| Section 426C (irrelevance of privilege) | Omit.F52] |
| Section 427 (parliamentary disqualification) | Delete section 427. |
| Section 429 (disabilities on revocation or administration order against an individual) | |
| Delete section 429. | |
| Section 432 (offences by bodies corporate) | |
| Delete “secretary or”. |
| Section 435 (meaning of “associate”) | |
| Insert a new subsection (3A) as follows— “(3A) A member of a limited liability partnership is an associate of that limited liability partnership and of every other member of that limited liability partnership and of the husband or wife [F53or civil partnerF53] or relative of every other member of that limited liability partnership.”. |
| For subsection (11) there shall be substituted “(11) In this section “company” includes any body corporate (whether incorporated in Great Britain or elsewhere); and references to directors and other officers of a company and to voting power at any general meeting of a company have effect with any necessary modifications.” |
| Section 436 (expressions used generally) | |
The following expressions and definitions shall be added to the section—
|
|
| Section 437 (transitional provisions, and savings) | Delete section 437. |
| Section 440 (extent (Scotland)) | |
| In subsection (2), omit paragraph (b). |
| Section 441 (extent (Northern Ireland)) | |
| Delete section 441. | |
| Section 442 (extent (other territories)) | |
| Delete section 442. | |
| [F54 Schedule A1 | |
| Paragraph 6 | |
| sub-paragraph (1) | For “directors of a company wish” substitute “limited liability partnership wishes”. For “they” substitute “the designated members of the limited liability partnership”. |
| sub-paragraph (2) | For “directors” substitute “the designated members of the limited liability partnership”. In sub-paragraph (c), for “meetings of the company and” substitute “a meeting of”. |
| Paragraph 7 | |
| sub-paragraph (1) | For “directors of a company” substitute “designated members of the limited liability partnership”. In sub-paragraph (e)(iii), for “meetings of the company and” substitute “a meeting of”. |
| Paragraph 8 | |
| sub-paragraph (2) | For “meetings” substitute “meeting”. For “are” substitute “is”. Omit the words in parenthesis. |
| sub-paragraph (3) | For “either of those meetings” substitute “the meeting”. For “those meetings were” substitute “that meeting was”. Omit the words in parenthesis. |
| sub-paragraph (4) | For “either” substitute “the”. |
| sub-paragraph (6)(c) | For “one or both of the meetings” substitute “the meeting”. |
| Paragraph 9 | |
| sub-paragraph (1) | For “directors” substitute “designated members of the limited liability partnership”. |
| sub-paragraph (2) | For “directors” substitute “designated members of the limited liability partnership”. |
| Paragraph 12 | |
| sub-paragraph (1)(b) | Omit. |
| sub-paragraph (1)(c) | For “resolution may be passed” substitute “determination that it may be wound up may be made”. |
| sub-paragraph (2) | For “transfer of shares” substitute “any transfer by a member of the limited liability partnership of his interest in the property of the limited liability partnership”. |
| Paragraph 20 | |
| sub-paragraph (8) | For “directors” substitute “designated members of the limited liability partnership”. |
| sub-paragraph (9) | For “directors” substitute “designated members of the limited liability partnership”. |
| Paragraph 24 | |
| sub-paragraph (2) | For “directors” substitute “designated members of the limited liability partnership”. |
| Paragraph 25 | |
| sub-paragraph (2)(c) | For “directors” substitute “designated members of the limited liability partnership”. |
| Paragraph 26 | |
| sub-paragraph (1) | Omit “, director”. |
| Paragraph 29 | |
| sub-paragraph (1) | For “meetings of the company and its creditors” substitute “a meeting of the creditors of the limited liability partnership”. |
| Paragraph 30 | |
| sub-paragraph (1) | For “meetings” substitute “meeting”. |
| new sub-paragraph (2A) | Insert new sub-paragraph (2A) as follows— “(2A) If modifications to the proposal are proposed at the meeting the chairman of the meeting shall, before the conclusion of the meeting, ascertain from the limited liability partnership whether or not it accepts the proposed modifications; and if at that conclusion the limited liability partnership has failed to respond to a proposed modification it shall be presumed not to have agreed to it.”. |
| sub-paragraph (3) | For “either” substitute “the”. After “the result of the meeting” in the first place where it occurs insert “(including, where modifications to the proposal were proposed at the meeting, the response to those proposed modifications made by the limited liability partnership)”. At the end add “and to the limited liability partnership”. |
| Paragraph 31 | |
| sub-paragraph (1) | For “meetings” substitute “meeting”. |
| sub-paragraph (7) | For “directors of the company” substitute “designated members of the limited liability partnership”. For “meetings (or either of them)” substitute “meeting”. For “ directors” substitute “limited liability partnership”. For “those meetings” substitute “that meeting”. |
| Paragraph 32 | |
| sub-paragraph (2) | For sub-paragraphs (a) and (b) substitute “with the day on which the meeting summoned under paragraph 29 is first held.”. |
| Paragraph 36 | |
| sub-paragraph (2) | For sub-paragraph (2) substitute— “(2) The decision has effect if, in accordance with the rules, it has been taken by the creditors' meeting summoned under paragraph 29.”. |
| sub-paragraph (3) | Omit. |
| sub-paragraph (4) | Omit. |
| sub-paragraph (5) | Omit. |
| Paragraph 37 | |
| sub-paragraph (5) | For “each of the reports of the meetings” substitute “the report of the meeting”. |
| Paragraph 38 | |
| sub-paragraph (1)(a) | For “one or both of the meetings” substitute “the meeting”. |
| sub-paragraph (1)(b) | For “either of those meetings” substitute “the meeting”. |
| sub-paragraph (2)(a) | For “either of the meetings” substitute “the meeting”. After sub-paragraph (2)(a) insert new (aa) as follows— “(aa)any member of the limited liability partnership;”. |
| sub-paragraph (2)(b) | Omit “creditors'”. |
| sub-paragraph (3)(a) | For “each of the reports” substitute “the report”. |
| sub-paragraph (3)(b) | Omit “creditors'”. |
| sub-paragraph (4)(a)(ii) | Omit “in question”. |
| sub-paragraph (4)(b)(i) | For “further meetings” substitute “a further meeting” and for “directors” substitute “limited liability partnership”. |
| sub-paragraph (4)(b)(ii) | Omit “company or (as the case may be) creditors'”. |
| sub-paragraph (5) | For “directors do” substitute “limited liability partnerships does”. |
| Paragraph 39 | |
| sub-paragraph (1) | For “one or both of the meetings” substitute “the meeting”. |
| Schedule B1 | |
| Paragraph 2 | |
| sub-paragraph (c) | For “company or its directors” substitute “limited liability partnership”. |
| Paragraph 8 | |
| sub-paragraph (1)(a) | For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”. |
| Paragraph 9 | Omit. |
| Paragraph 12 | |
| sub-paragraph (1)(b) | Omit. |
| Paragraph 22 | For sub-paragraph (1) substitute— “(1) A limited liability partnership may appoint an administrator.”. Omit sub-paragraph (2). |
| Paragraph 23 | |
| sub-paragraph (1)(b) | Omit “or its directors”. |
| Paragraph 42 | |
| sub-paragraph (2) | For “resolution may be passed for the winding up of” substitute “determination to wind up voluntarily may be made by”. |
| Paragraph 61 | For paragraph 61 substitute— “61. The administrator has power to prevent any person from taking part in the management of the business of the limited liability partnership and to appoint any person to be a manager of that business.”. |
| Paragraph 62 | At the end add the following— “Subsections (3) and (4) of section 92 shall apply for the purposes of this paragraph as they apply for the purposes of that section.”. |
| Paragraph 83 | |
| sub-paragraph (6)(b) | For “resolution for voluntary winding up” substitute “determination to wind up voluntarily”. |
| sub-paragraph (8)(b) | For “passing of the resolution for voluntary winding up” substitute “determination to wind up voluntarily”. |
| sub-paragraph (8)(e) | For “passing of the resolution for voluntary winding up” substitute “determination to wind up voluntarily”. |
| Paragraph 87 | |
| sub-paragraph (2)(b) | Insert at the end “or”. |
| sub-paragraph (2)(c) | Omit “, or”. |
| sub-paragraph (2)(d) | Omit the words from “(d)” to “company”. |
| Paragraph 89 | |
| sub-paragraph (2)(b) | Insert at the end “or”. |
| sub-paragraph (2)(c) | Omit “, or”. |
| sub-paragraph (2)(d) | Omit the words from “(d)” to “company”. |
| Paragraph 91 | |
| sub-paragraph (1)(c) | Omit. |
| Paragraph 94 | Omit. |
| Paragraph 95 | For “to 94” substitute “and 93”. |
| Paragraph 97 | |
| sub-paragraph (1)(a) | Omit “or directors”. |
| Paragraph 103 | |
| sub-paragraph (5) | Omit. |
| Paragraph 105 | Omit.F54] |
| Schedule 1 | |
| Paragraph 19 | For paragraph 19 substitute the following— “19. Power to enforce any rights the limited liability partnership has against the members under the terms of the limited liability partnership agreement.” |
| Schedule 10(34) | |
| [F55 Section 6A(1) | In the entry relating to section 6A omit “members' or”.F55] |
| Section 85(2) | In the entry relating to section 85(2) for “resolution for voluntary winding up” substitute “making of determination for voluntary winding up”. |
| Section 89(4) | In the entry relating to section 89(4) for “Director” substitute “Designated member”. |
| Section 93(3) | In the entry relating to section 93(3) for “general meeting of the company” substitute “meeting of members of the limited liability partnership”. |
| Section 99(3) | In the entries relating to section 99(3) for “director” and “directors” where they appear substitute “designated member” or “designated members” as appropriate. |
| Section 105(3) | In the entry relating to section 105(3) for “company general meeting” substitute “meeting of the members of the limited liability partnership”. |
| Section 106(6) | In the entry relating to section 106(6) for “final meeting of the company” substitute “final meeting of the members of the limited liability partnership”. |
| Sections 353(1) to 362 | Delete the entries relating to sections 353(1) to 362 inclusive. |
| Section 429(5) | Delete the entry relating to section 429(5). |
| [F56 Schedule A1, paragraph 9(2) | For “Directors” substitute “Designated Members”. |
| Schedule A1, paragraph 20(9) | For “Directors” substitute “Designated Members”. |
| Schedule B1, paragraph 27(4) | Omit “or directors”. |
| Schedule B1, paragraph 29(7) | Omit “or directors”. |
| Schedule B1, paragraph 32 | Omit “or directors”.F56] |
Regulation 5(3)
SCHEDULE 4 I13
The provisions listed in this Schedule are not applied to Scotland to the extent specified below:
Sections 50 to 52;
Section 53(1) and (2), to the extent that those subsections do not relate to the requirement for a copy of the instrument and notice being forwarded to the registrar of companies;
Section 53(4) (6) and (7);
Section 54(1), (2), (3) (to the extent that that subsection does not relate to the requirement for a copy of the interlocutor to be sent to the registrar of companies), and subsections (5), (6) and (7);
Sections 55 to 58;
Section 60, other than subsection (1);
Section 61, including subsections (6) and (7) to the extent that those subsections do not relate to anything to be done or which may be done to or by the registrar of companies;
Section 62, including subsection (5) to the extent that that subsection does not relate to anything to be done or which may be done to or by the registrar of companies;
Sections 63 to 66;
Section 67, including subsections (1) and (8) to the extent that those subsections do not relate to anything to be done or which may be done to the registrar of companies;
Section 68;
Section 69, including subsections (1) and (2) to the extent that those subsections do not relate to anything to be done or which may be done by the registrar of companies;
Sections 70 and 71;
Subsection 84(3), to the extent that it does not concern the copy of the resolution being forwarded to the registrar of companies within 15 days;
Sections 91 to [F5793F57][F57 92AF57] ;
Section 94, including subsections (3) and (4) to the extent that those subsections do not relate to the liquidator being required to send to the registrar of companies a copy of the account and a return of the final meeting;
Section 95;
Section 97;
Sections 100 to 102;
Sections 104 to [F58105F58][F58 104AF58] ;
Section 106, including subsections (3), (4) and (5) to the extent that those subsections do not relate to the liquidator being required to send to the registrar of companies a copy of the account of winding up and a return of the final meeting/quorum;
Sections 109 to 111;
Section 112, including subsection (3) to the extent that that subsection does not relate to the liquidator being required to send to the registrar a copy of the order made by the court;
Sections 113 to 115;
Sections 126 to 128;
Section 130(1) to the extent that that subsection does not relate to a copy of the order being forwarded by the court to the registrar;
Section 131;
Sections 133 to 135;
Sections 138 to 140;
Sections 142 to 146;
Section 147, including subsection (3) to the extent that that subsection does not relate to a copy of the order being forwarded by the company to the registrar;
Section 162 to the extent that that section concerns the matters set out in Section C.2 of Schedule 5 to the Scotland Act 1998 as being exceptions to the insolvency reservation;
Sections 163 to 167;
Section 169;
Section 170, including subsection (2) to the extent that that subsection does not relate to an application being made by the registrar to make good the default;
Section 171;
Section 172, including subsection (8) to the extent that that subsection does not relate to the liquidator being required to give notice to the registrar;
Sections 173 and 174;
Section 177;
Sections 185 to 189;
Sections 191 to 194;
Section 196 to the extent that that section applies to the specified devolved functions of Part IV of the Insolvency Act 1986;
Section 199;
Section 200 to the extent that it applies to the specified devolved functions of Part IV of the First Group of Parts of the 1986 Act;
Sections 206 to 215;
Section 218 subsections (1), (2), (4) and (6);
Section 231 to 232 to the extent that the sections apply to administrative receivers, liquidators and provisional liquidators;
Section 233, to the extent that that section applies in the case of the appointment of an administrative receiver, of a voluntary arrangement taking effect, of a company going into liquidation or where a provisional liquidator is appointed;
[F59 Section 233A to the extent that that section applies in the case of a voluntary arrangement taking effect;F59]
Section 234 to the extent that that section applies to situations other than those where an administration order applies;
Section 235 to the extent that that section applies to situations other than those where an administration order applies;
Sections 236 to 237 to the extent that those sections apply to situations other than administration orders and winding up;
Sections 242 to 243;
Section 244 to the extent that that section applies in circumstances other than a company which is subject to an administration order;
Section 245;
Section 251, to the extent that that section contains definitions which apply only to devolved matters;
Section 416(1) and (4), to the extent that those subsections apply to section 206(1)(a) and (b) in connection with the offence provision relating to the winding up of a limited liability partnership;
Schedule 2;
Schedule 3;
Schedule 4;
Schedule 8, to the extent that that Schedule does not apply to voluntary arrangements or administrations within the meaning of Parts I and II of the 1986 Act.
In addition, Schedule 10, which concerns punishment of offences under the Insolvency Act 1986, lists various sections of the Insolvency Act 1986 which create an offence. The following sections, which are listed in Schedule 10, are devolved in their application to Scotland:
Section 51(4);
Section 51(5);
Sections 53(2) to 62(5) to the extent that those subsections relate to matters other than delivery to the registrar of companies;
Section 64(2);
Section 65(4);
Section 66(6);
Section 67(8) to the extent that that subsection relates to matters other than delivery to the registrar of companies;
Section 93(3);
Section 94(4) to the extent that that subsection relates to matters other than delivery to the registrar of companies;
Section 94(6);
Section 95(8);
Section 105(3);
Section 106(4) to the extent that that subsection relates to matters other than delivery to the registrar of companies;
Section 106(6);
Section 109(2);
Section 114(4);
Section 131(7);
Section 164;
Section 166(7);
Section 188(2);
Section 192(2);
Sections 206 to 211; and
Section 235(5) to the extent that it relates to matters other than administration orders.
Regulation 9
SCHEDULE 5 GENERAL AND CONSEQUENTIAL AMENDMENTS IN OTHER LEGISLATION
The Bills of Sale Act (1878) Amendment Act 1882 c. 43 I14
1. In section 17, after “incorporated company” insert “or by any limited liability partnership” and after “such company” insert “or a limited liability partnership”.
F60...
F602. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Corporate Bodies' Contracts Act 1960 c. 46 I15
3. In section 2, insert at the end “or to a limited liability partnership”.
The Criminal Justice Act 1967 c. 80 I16
4. In section 9(8)(d), insert at the end—
“; and in paragraph (d) of this subsection references to the secretary, in relation to a limited liability partnership, are to any designated member of the limited liability partnership.”
The Solicitors Act 1974 c. 47 I17
5. In section 87, after the definition of “non-contentious business”,
insert—
““officer”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.
The Sex Discrimination Act 1975 c. 65 I18
6. In section 11, insert at the end—
“(6) This section applies to a limited liability partnership as it applies to a firm; and, in its application to a limited liability partnership, references to a partner in a firm are references to a member of the limited liability partnership.”
The Race Relations Act 1976 c. 74 I19
7. In section 10, insert at the end—
“(5) This section applies to a limited liability partnership as it applies to a firm; and, in its application to a limited liability partnership, references to a partner in a firm are references to a member of the limited liability partnership.”
The Betting and Gaming Duties Act 1981 c. 63 I20
8. After section 32, insert—
Application to limited liability partnerships.
32A.—(1) This Act applies to limited liability partnerships as it applies to companies.
(2) In its application to a limited liability partnership, references to a director of a company are references to a member of the limited liability partnership.”
The Companies Act 1985 c. 6
F619. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Business Names Act 1985 c. 7.
F6110. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F6111. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Administration of Justice Act 1985 c. 61 I21,I22,I23
12. In section 9(8), after the definition of “multi-national partnership”, insert—
““officer”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.
13. In section 39(1), after the definition of “the Council”, insert—
““director”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.
14. In paragraph 1(3) of Schedule 2, insert at the end
“; and references in this Schedule to a director, in relation to a limited liability partnership, are references to a member of the limited liability partnership.”
The Insolvency Act 1986 c. 45 I24
15.—(1) Section 110 is amended as follows.
(2) In subsection (1), after “sold” insert “(a)” and at the end insert—
“, or
(b)to a limited liability partnership (the “transferee limited liability partnership”).”
(3) In subsection (2), for the words “sale,” onwards substitute
“sale—
(a)in the case of the transferee company, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company, or
(b)in the case of the transferee limited liability partnership, membership in the transferee limited liability partnership for distribution among the members of the transferor company.”
(4) In subsection (4), for the words “company may,” onwards substitute
“company may—
(a)in the case of the transferee company, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto) participate in the profits of, or receive any other benefit from, the transferee company, or
(b)in the case of the transferee limited liability partnership, in lieu of receiving cash or membership (or in addition thereto), participate in some other way in the profits of, or receive any other benefit from, the transferee limited liability partnership.”
The Building Societies Act 1986 c. 53 I25
16. In paragraph 1(2) of Schedule 21, after “In this Schedule—”, insert—
““director”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.
The Courts and Legal Services Act 1990 c. 41 I26
17. In section 119(1), after the definition of “multi-national partnership” insert—
““officer”, in relation to a limited liability partnership, means a member of the limited liability partnership;”.
The Employment Rights Act 1996 c. 18 I27,I28
18.—(1) Section 166 is amended as follows.
(2) In subsection (5), omit the word “and” at the end of paragraph (a), and insert at the end of paragraph (b)
“, and
(c)where the employer is a limited liability partnership, if (but only if) subsection (8) is satisfied.”
(3) After subsection (7) insert—
“(8) This subsection is satisfied in the case of an employer which is a limited liability partnership—
(a)if a winding-up order, an administration order or a determination for a voluntary winding-up has been made with respect to the limited liability partnership,
(b)if a receiver or (in England and Wales only) a manager of the undertaking of the limited liability partnership has been duly appointed, or (in England and Wales only) possession has been taken, by or on behalf of the holders of any debentures secured by a floating charge, of any property of the limited liability partnership comprised in or subject to the charge, or
(c)if a voluntary arrangement proposed in the case of the limited liability partnership for the purpose of Part I of the Insolvency Act 1986 has been approved under that Part of that Act.”
19.—(1) Section 183 is amended as follows.
(2) In subsection (1), omit the word “and” at the end of paragraph (a), and insert at the end of paragraph (b)
“, and
(c)where the employer is a limited liability partnership, if (but only if) subsection (4) is satisfied.”
(3) After subsection (3) insert—
“(4) This subsection is satisfied in the case of an employer which is a limited liability partnership—
(a)if a winding-up order, an administration order or a determination for a voluntary winding-up has been made with respect to the limited liability partnership,
(b)if a receiver or (in England and Wales only) a manager of the undertaking of the limited liability partnership has been duly appointed, or (in England and Wales only) possession has been taken, by or on behalf of the holders of any debentures secured by a floating charge, of any property of the limited liability partnership comprised in or subject to the charge, or
(c)if a voluntary arrangement proposed in the case of the limited liability partnership for the purposes of Part I of the Insolvency Act 1986 has been approved under that Part of that Act.”
The Contracts (Rights of Third Parties) Act 1999 c. 31 I29
20. In section 6, after subsection (2) insert—
“(2A) Section 1 confers no rights on a third party in the case of any incorporation document of a limited liability partnership or any limited liability partnership agreement as defined in the Limited Liability Partnerships Regulations 2001 (S.I. No. 2001/ ).”
The Financial Services and Markets Act 2000 c. 8 I30
21. In each of sections 177(2), 221(2) and 232(2) insert at the end—
“; and “officer”, in relation to a limited liability partnership, means a member of the limited liability partnership.”
Culpable officer provisions I31
22.—(1) A culpable officer provision applies in the case of a limited liability partnership as if the reference in the provision to a director (or a person purporting to act as a director) were a reference to a member (or a person purporting to act as a member) of the limited liability partnership.
(2) A culpable officer provision is a provision in any Act or subordinate legislation (within the meaning of the Interpretation Act 1978) to the effect that where—
(a) a body corporate is guilty of a particular offence, and
(b) the offence is proved to have been committed with the consent or connivance of, or to be attributable to the neglect on the part of, (among others) a director of the body corporate,
he (as well as the body corporate) is guilty of the offence.
Regulation 10
SCHEDULE 6 APPLICATION OF SUBORDINATE LEGISLATION
Part I Regulations made under the 1985 Act
F621. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F622. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F623. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F634. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F645. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F626. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[F65 7. The Companies Act 1985 (Power to Enter and Remain on Premises: Procedural) Regulations 2005.F65]
Part II Regulations made under the 1986 Act I32,I33,I34,I35,I36,I37,I38,I39,I40,I41
1. Insolvency Practitioners Regulations 1990(35)
2. The Insolvency Practitioners (Recognised Professional Bodies) Order 1986(36)
3. The Insolvency Rules 1986 and the Insolvency (Scotland) Rules 1986 (except in so far as they relate to the exceptions to the reserved matters specified in section C.2 of Part II of Schedule 5 to the Scotland Act 1998)(37)
4. The Insolvency Fees Order 1986(38)
5. The Co-operation of Insolvency Courts (Designation of Relevant Countries and Territories) Order 1986(39)
6. The Co-operation of Insolvency Courts (Designation of Relevant Countries and Territories) Order 1996(40)
7. The Co-operation of Insolvency Courts (Designation of Relevant Country) Order 1998(41)
8. Insolvency Proceedings (Monetary Limits) Order 1986(42)
F669. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10. Insolvency Regulations 1994(43)
11. Insolvency (Amendment) Regulations 2000(44)
Part III Regulations made under other legislation I42,I43,I44,I45,I46,I47
F671. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. The Companies (Disqualification Orders) Regulations 1986(45)
3. The Insolvent Companies (Disqualification of Unfit Directors) Proceedings Rules 1987(46)
4. The Contracting Out (Functions of the Official Receiver) Order 1995(47)
5. The Uncertificated Securities Regulations 1995(48)
6. [F68The Insolvent Companies (Reports on Conduct of Directors) (England and Wales) Rules 2016F68]
7. [F69The Insolvent Companies (Reports on Conduct of Directors) (Scotland) Rules 2016F69]
The provisions of the Insolvency Act 1986 applied by this regulation have been amended as follows:— Section 19 was amended by sections 1 and 5 of, and Schedule 2 to, the Insolvency Act 1994 (c. 7); section 44 was amended by section 2 of the Insolvency Act 1994 (c. 7); section 45 was amended by sections 107 and 212 of, and paragraph 3 of Schedule 16 and Schedule 24 to, the Companies Act 1989 (c. 40) as from a day to be appointed; section 53 was amended by sections 107 and 212 of the Companies Act 1989 (c. 40) and section 74 of, and Schedule 8 to the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (c. 40); section 54 was amended by sections 107 and 212 of, and Schedules 16 and 24 to, the Companies Act 1989 (c. 40) as from a day to be appointed; section 57 was amended by section 3 of, the Insolvency Act 1994 (c. 7); section 62 was amended by sections 107 and 212 of, and Schedules 16 and 24 to, the Companies Act 1989 (c. 40) as from a day to be appointed; section 162 was amended by section 52 of, and Part III of Schedule 2 to, the Court of Session Act 1988 (c. 36); section 184 was amended by article 2 of, and Part I of the Schedule to, S.I. 1986/1996; section 241 was amended by section 1 of the Insolvency (No. 2) Act 1994 (c. 12); section 413 was amended by section 190 of, and paragraph 78 of Schedule 25 to, the Water Act 1989 (c. 15), by section 2 of, and paragraph 46 of Schedule 1 to, the Water Consolidation (Consequential Provisions) Act 1991 (c. 60) and section 152 of, and paragraph 25 of Schedule 12 to the Railways Act 1993 (c. 43); section 426 was amended by article 381 of, and paragraph 41 of Part II of Schedule 9 to, S.I. 1989/2405 (N.I. 19); Schedule 6 was amended by regulation 2 of S.I. 1987/2093, section 844 of, and paragraph 32 of Schedule 29 to the Income and Corporation Taxes Act 1988 (c. 1); section 7 of, and paragraph 22 of Schedule 2 to, the Finance Act 1991 (c. 31), section 4 of, and paragraph 73 of Schedule 2 to, the Social Security (Consequential Provisions) Act 1992 (c. 6), section 190 of, and paragraph 18 of Schedule 8 to, the Pensions Schemes Act 1993 (c. 48), section 36 of the Finance Act 1993 (c. 34), section 64 of, and paragraph 7 of Part III of Schedule 7 to, the Finance Act 1994 (c. 9), section 100 of and paragraph 8 of Schedule 14 to, the Value Added Tax Act 1994 (c. 23), section 40 of, and paragraph 13(1) of Schedule 6 to, the Finance Act 1994 (c. 9), section 60 of, and paragraph 12 of Part III of Schedule to, the Finance Act 1996 (c. 8), section 240 of, and paragraph 29 of Schedule 1 to, the Employment Rights Act 1996 (c. 18), and sections 13 and 113 of, and paragraph 6 of Part II of Schedule 2 and Part II of Schedule 18 to, the Finance Act 1997 (c. 16); Schedule 7 was amended by section 71(2) of, and paragraph 67 of Schedule 10 to, the Courts and Legal Services Act 1990 (c. 41) and by section 18 of, and paragraph 19 of Schedule 3 to, the Tribunals and Inquiries Act 1992 (c. 53). The footnotes to Schedule 3 to these regulations provide details of the amendments made to the provisions which are listed in that Schedule.
Section 432 was amended by section 55 of the Companies Act 1989.
Section 433 was amended by sections 182 and 212(3) of, and paragraph 7 of Schedule 13 and Part I of Schedule 17 to, the Financial Services Act 1986 (c. 60).
Section 434 was amended by section 56(1) to (5) of the Companies Act 1989 and by section 59 of and paragraphs 4 and 5 of Schedule 3 to the Youth Justice and Criminal Evidence Act 1999 (c. 23).
Section 436 was amended by section 56(6) of the Companies Act 1989 (c. 40).
Section 437 was amended by section 182 of, and paragraph 7 of Schedule 13 to, the Financial Services Act 1986, and by section 57 of the Companies Act 1989.
Section 439 was amended by section 59 of the Companies Act 1989.
Section 441 was amended by section 109(1) of, and paragraph 3 of Schedule 6 to, the Insolvency Act 1985, by section 439(1) of, and Part I of Schedule 13 to, the Insolvency Act 1986, and by section 61 of the Companies Act 1989.
Section 447 was amended by sections 63 and 212 of, and Schedule 24 to, the Companies Act 1989 and by section 59 of, and paragraphs 4 and 6 of Schedule 3 to, the Youth Justice and Criminal Evidence Act 1999 (c. 23).
Section 448 was substituted by section 64(1) of the Companies Act 1989.
Section 449 was amended by section 109(1) of, and paragraph 4 of Schedule 6 to, the Insolvency Act 1985; by section 439(1) of, and Part I of Schedule 13 to, the Insolvency Act 1986; by sections 182 and 212(3) of, and paragraph 9 of Schedule 13 and Part I of Schedule 17 to, the Financial Services Act 1986; by section 108(1) of, and paragraph 18(7) of Schedule 6 to, the Banking Act 1987 (c. 22); by sections 65 and 212 of, and Schedule 24 to, the Companies Act 1989; by section 120 of, and paragraph 7 of Schedule 21 and Schedule 22 to, the Friendly Societies Act 1992 (c. 40); by section 79(13) of, and paragraph 4(2) in Part I of Schedule 5 to, the Criminal Justice Act 1993 (c. 36); by section 122 of, and paragraph 12 of Schedule 3 to, the Pensions Act 1995 (c. 26); by article 10(1) of, and paragraph 1 of Schedule 4 to, S.I. 1992/1315, and by regulation 68(1) of, and paragraph 9(2) in Part I of Schedule 8 to, S.I. 1994/1696.
Section 450 was amended by section 66 of the Companies Act 1989.
Section 451 was amended by section 67 of the Companies Act 1989 (c. 40).
Section 451A was inserted by section 182 of, and paragraph 10 of Schedule 13 to, the Financial Services Act 1986, and substituted by section 68 of the Companies Act 1989. It was amended by regulation 68(1) of, and paragraph 9(3) in Part I of Schedule 8 to, S.I. 1994/1696.
Section 452 was amended by sections 69 and 212 of, and Schedule 24 to, the Companies Act 1989, and by regulation 68(1) of, and paragraph 9(4) in Part I of Schedule 8 to, S.I. 1994/1696.
Section 120 was amended by section 52 of, and Part III of Schedule 2 to, the Court of Session Act 1988 (c. 36).
Section 122 was amended by regulation 2 of, and paragraph 8 of the Schedule to, S.I. 1992/1699.
Section 124 was amended by section 62 of the Criminal Justice Act 1988 (c. 40) and by section 60 of the Companies Act 1989 (c. 40).
Section 124A was inserted by section 60 of the Companies Act 1989 (c. 40).
Section 184 was amended by article 2 of, and Part I of the Schedule to, S.I. 1986/1996.
Section 206 was amended by article 2 of, and Part I of the Schedule to, S.I. 1986/1996.
Section 218 was amended by section 78 of the Companies Act 1989 (c. 40).
Section 386 was amended by section 7 of, and Schedule 2 to, the Finance Act 1991 (c. 22) (as inserted by section 9 of the Finance (No. 2) Act 1992 (c. 48), by section 36 of the Finance Act 1993 (c. 34), by S.I. 1987/2093 and by section 190 of and Schedule 8 to the Pension Schemes Act 1993 (c. 48).
Section 388 was amended by regulation 15 of S.I. 1994/2421, by section 11(1) of the Bankruptcy (Scotland) Act 1993 (c. 6) and by article 4 of S.I. 1993/438.
Section 389 was amended by section 11 of the Bankruptcy (Scotland) Act 1993 (c. 6).
Section 422 was amended by section 108 of, and Schedule 6 to, the Banking Act 1987 (c. 22).
Certain entries in Column 5 of Schedule 10 were repealed by section 212 of, and Schedule 24 to, the Companies Act 1989 (c. 40).
S.I. 1990/439, as amended by S.I. 1993/221.
S.I. 1986/1764.
S.I. 1986/1925 as amended by S.I. 1987/1919, S.I. 1989/397, S.I. 1991/495, S.I. 1993/602, S.I. 1995/586, S.I. 1999/359, S.I. 1999/1022, and S.I. 1986/1915, as amended by S.I. 1987/1921.
S.I. 1986/2030 as amended by S.I. 1988/95, S.I. 1990/560, S.I. 1991/496, S.I. 1992/34 and S.I. 1994/2541.
S.I. 1986/2123.
S.I. 1996/253.
S.I. 1998/2766.
S.I. 1986/1996.
S.I. 1994/2507.
S.I. 2000/485.
S.I. 1986/2067, as amended by S.I. 1995/1509.
S.I. 1987/2023, amended by S.I. 1999/1023.
S.I. 1995/1386.
S.I. 1995/3272.