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Amendments to the Limited Liability Partnerships Bill [H.L.]

Limited Liability Partnerships Bill [H.L.] -
Amendments to be debated in the House of Lords

Here you can browse the Amendments to the Limited Liability Partnerships Bill [H.L.] to be moved in Committee in the House of Lords.

  
Clause 1
 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 1, line 8, after ("is") insert ("a body corporate (with legal personality separate from that of its members) which is") 
     Page 1, line 10, after first ("in") insert ("the following provisions of") 
     Page 1, line 14, leave out ("a limited liability partnership so incorporated") and insert ("such a body corporate") 
     Page 1, line 16, leave out from ("partnership") to first ("to") in line 18 and insert ("has unlimited capacity.
 
    (  )  The members of a limited liability partnership have such liability")
 
  
Clause 2
 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 1, line 27, after ("persons") insert ("associated for carrying on a lawful business with a view to profit") 
     Page 2, line 3, at end insert (", and
    (c)  there must have been so delivered a statement in the form prescribed by regulations, made by either a solicitor engaged in the formation of the limited liability partnership or anyone named in the incorporation document as a person who is to be a member, that the requirement imposed by paragraph (a) has been complied with")
 
  
BY THE LORD PHILLIPS OF SUDBURY
THE LORD GOODHART
THE LORD SHARMAN
 
     Page 2, line 11, after ("and") insert ("home address and business") 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 2, line 15, at end insert--
 
    ("(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.")
 
  
Clause 3
 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 2, line 16, leave out ("requirement imposed by paragraph (b) of subsection (1) of section 2 has") and insert ("requirements imposed by paragraphs (b) and (c) of subsection (1) of section 2 have") 
     Page 2, line 18, leave out from ("unless") to end of line 19 and insert ("the requirement imposed by paragraph (a) of that subsection has not") 
     Page 2, line 23, at end insert--
 
    ("(  )  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.")
 
  
Clause 4
 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 2, line 38, at end insert--
 
    ("(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 (rather than members of a limited liability partnership), he would be regarded for that purpose as employed by the partnership.")
 
  
BY THE LORD LUCAS
 
     Page 2, line 38, at end insert--
 
    ("(  )  A limited liability partnership shall maintain at its registered office a current list of the members of the partnership which shall include an explicit description of any limitations on the authority of each member to act for the limited liability partnership in any matter.")
 
  
Clause 5
 
  
BY THE LORD PHILLIPS OF SUDBURY
THE LORD GOODHART
THE LORD SHARMAN
 
     Page 2, line 39, leave out subsection (1) 
  
BY THE BARONESS BUSCOMBE
 
     Page 3, line 4, at end insert--
 
    (3)  The Partnership Act 1890, and the rules of equity and common law applicable to partnerships, shall (except so far as inconsistent with the express provisions of this Act) govern the mutual rights and duties of the members of a limited liability partnership subject to--
    (a)  the provisions of the incorporation document of the limited liability partnership; and
    (b)  the provisions of any agreement (express or implied) between the members of the limited liability partnership.")
 
  
Clause 6
 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 3, line 7, leave out from beginning to ("member") in line 8 and insert ("But a limited liability partnership is not bound by anything done by a member in dealing with a person if--
    (a)  the")
 
     Page 3, line 9, leave out ("in a particular matter") and insert ("by doing that thing") 
     Page 3, line 10, leave out ("with whom he is dealing in that matter either knows") and insert ("knows or believes") 
     Page 3, line 13, leave out ("person deals with a limited liability partnership after a") 
     Page 3, line 14, leave out ("the") and insert ("a") 
     Page 3, line 14, leave out ("he is entitled to treat the former member") and insert ("the former member is to be regarded (in relation to any person dealing with the limited liability partnership)") 
     Page 3, line 17, leave out ("he") and insert ("the person") 
  
BY THE LORD LUCAS
 
     Page 3, line 20, at end insert ("at least 21 days previously") 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 3, line 20, at end insert--
 
    ("(  )  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.")
 
  
After Clause 6
 
  
BY THE BARONESS BUSCOMBE
 
     Insert the following new Clause-- 
     ("  . Unless otherwise agreed between members and the limited liability partnership, a member is not an agent for another member, is not liable for debts of the limited partnership and is not an employee of the limited liability partnership")Members: supplementary.
  
BY THE LORD GOLDSMITH
 
     Insert the following new Clause-- 
     ("  .  Any member of a limited liability partnership shall be personally liable in tort (or in Scotland in delict) to any person for his own acts or omissions (but not for the acts or omissions of any other member of the limited liability partnership or for the acts or omissions of any employee of the limited liability partnership except such as are under his supervision or control) to the same extent as he would have been liable if the limited liability partnership had been a partnership subject to the provisions of the Partnership Act 1890 and of which that member was a partner.")Members' liability.
  
Clause 8
 
  
BY THE BARONESS BUSCOMBE
 
     Page 3, line 39, at beginning insert--
 
    ("(  )  Each limited liability partnership shall have a minimum of two designated members who shall be responsible for complying with the administrative and filing provisions of this Act and regulations made pursuant to this Act.")
 
  
Clause 9
 
  
BY THE BARONESS BUSCOMBE
 
     Page 4, line 22, leave out ("fourteen") and insert ("28") 
  
BY THE LORD PHILLIPS OF SUDBURY
THE LORD GOODHART
THE LORD SHARMAN
 
     Page 4, line 24, after ("or") insert ("home address or business") 
  
BY THE BARONESS BUSCOMBE
 
     Page 4, line 25, leave out ("21") and insert ("28") 
  
BY THE LORD GOODHART
THE LORD PHILLIPS OF SUDBURY
THE LORD SHARMAN
 
     Page 4, line 42, at end insert--
 
    ("(5A) If a limited liability partnership fails to comply with subsection (1), the person who becomes or ceases to be a member or designated member or whose name or address has changed may deliver notice to the registrar.
 
    (5B) Any person who delivers a notice under subsection (1) or (5A) which is materially incorrect shall be guilty of an offence unless he had reasonable grounds for believing the notice to be correct.")
 
     Page 4, line 43, after ("(4)") insert ("or (5B)") 
  
Clause 10
 
  
BY THE LORD LUCAS
 
     Page 5, line 6, after first ("partnership") insert (", or any other activity or function of such a partnership,") 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 5, line 10, at end insert-- 
     ("(  )  In section 362(2)(a) of that Act (loan to buy into partnership), after "partner" insert "in a limited partnership registered under the Limited Partnerships Act 1907".")1907 c. 24.
  
BY THE LORD LUCAS
 
     Page 5, leave out lines 13 and 14 and insert ("for a limited liability partnership--") 
     Page 5, line 25, at end insert--
 
    ("(  )  Notwithstanding the generality of subsections (1) and (2) above, regulations may provide for a limited liability partnership in liquidation or receivership to be taxed as if it were a limited liability company.")
 
  
Clause 12
 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 5, line 46, leave out from ("partnership") to end of line 4 on page 6 and insert ("in connection with its incorporation within the period of one year beginning with the date of incorporation if the following two conditions are satisfied.
 
    (1A)  The first condition is that immediately before its incorporation the person--
    (a)  is a partner in a partnership comprised of all the persons who subscribe their names to the incorporation document (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.
    (1B)  The second condition is that--
    (a)  the proportions of the property conveyed or transferred to which the persons mentioned in subsection (1A)(a) are entitled immediately after the conveyance or transfer are the same as those to which they were entitled immediately before its incorporation, 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.
    (1C)  For the purposes of subsection (1A) 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.")
 
  
After Clause 12
 
  
BY THE LORD GOODHART
THE LORD PHILLIPS OF SUDBURY
THE LORD SHARMAN
 
     Insert the following new Clause-- 
 ("Insolvency: preferential debt liability 
     .--(1)  Subject to subsection (2), the members of a limited liability partnership or oversea limited liability partnership which has been wound up (including persons who ceased to be members before the commencement of the winding up) shall be liable for its preferential debts (within the meaning given by section 386 of the Insolvency Act 1986) so far as such debts have not been discharged in the winding up.
 
    (2)  Subsection (1) shall apply in relation to any member only to debts incurred while he was a member.")
Insolvency: liability for preferential debts.
  
Clause 14
 
  
BY THE BARONESS BUSCOMBE
 
     Page 6, line 43, at end insert--
 
    ("(2)  Regulations under this section shall in relation to the acquisition of, or merger with, a business by a limited liability partnership, make provision enabling the limited liability partnership to elect to account for that acquisition either using merger accounting or acquisition accounting methods, as its members see fit.")
 
  
Clause 15
 
  
BY THE LORD LUCAS
 
     Page 7, line 2, at end insert--
 
    ("(  )  Regulations may provide for the manner in which the accounts of a limited liability partnership are to be consolidated in the accounts of a member who is a body corporate.")
 
  
Clause 16
 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 7, line 16, after ("regulations") insert ("(whether or not together with other provisions)") 
     Page 7, line 31, leave out ("subsection (4) applies to the regulations)") and insert ("a draft of it has been approved by a resolution of each House of Parliament)") 
  
Clause 17
 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 7, line 39, at end insert--
    (""business" includes every trade, profession and occupation,")
 
  
In the Schedule
 
  
BY THE LORD McINTOSH OF HARINGEY
 
     Page 11, line 10, leave out ("trades or") 
     Page 11, line 15, after ("name,") insert ("commits an offence.
 
    (2)  A person guilty of an offence under sub-paragraph (1)")
 
  
BY THE LORD PHILLIPS OF SUDBURY
THE LORD GOODHART
THE LORD SHARMAN
 
     Page 9, line 41, at end insert ("but shall for a year after the change show the replaced name (prefixed by the words "formerly registered in the name") on all invoices, contracts, accounts, notepaper and such other documents of the partnership and representations and in such media and manner as the Secretary of State may by regulations prescribe") 
 
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Prepared 20 January 2000