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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 Marshalled List of Amendments to the Limited Liability Partnerships Bill [H.L.] to be moved in Committee in the House of Lords.

 [Amendments marked * are new or have been altered] 
Amendment
No.
 
  
Clause 1
 
  
BY THE LORD McINTOSH OF HARINGEY
 
1     Page 1, line 8, after ("is") insert ("a body corporate (with legal personality separate from that of its members) which is") 
2     Page 1, line 10, after first ("in") insert ("the following provisions of") 
3     Page 1, line 14, leave out ("a limited liability partnership so incorporated") and insert ("such a body corporate") 
4     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
 
5     Page 1, line 27, after ("persons") insert ("associated for carrying on a lawful business with a view to profit") 
6     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
 
7     Page 2, line 11, after ("and") insert ("home address and business") 
  
BY THE LORD McINTOSH OF HARINGEY
 
8     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
 
9     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") 
10     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") 
11     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
 
12     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 GOODHART
THE LORD PHILLIPS OF SUDBURY
THE LORD SHARMAN
 
13     Page 2, line 38, at end insert--
 
    ("(  )  Subject to any agreement with the other members to the contrary, a member of a limited liability partnership may cease to be a member on giving not less than 28 days notice to the limited liability partnership.")
 
  
BY THE LORD LUCAS
 
14     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
 
15     Page 2, line 39, leave out subsection (1) 
  
BY THE LORD GOODHART
THE LORD PHILLIPS OF SUDBURY
THE LORD SHARMAN
 
16     Page 2, line 44, at end insert--
 
    ("(  )  Subject to this Act and to the provisions of the incorporation document and of any such agreement as is mentioned in subsection (1), the mutual rights and duties of the members of a limited liability partnership shall be governed by the rules and principles which would apply if the law relating to partnerships applied to them and the property of the limited liability partnership were partnership property.")
 
  
BY THE BARONESS BUSCOMBE
 
17     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
 
18     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")
 
19     Page 3, line 9, leave out ("in a particular matter") and insert ("by doing that thing") 
20     Page 3, line 10, leave out ("with whom he is dealing in that matter either knows") and insert ("knows or believes") 
21     Page 3, line 13, leave out ("person deals with a limited liability partnership after a") 
22     Page 3, line 14, leave out ("the") and insert ("a") 
23     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)") 
24     Page 3, line 17, leave out ("he") and insert ("the person") 
  
BY THE LORD LUCAS
 
25     Page 3, line 20, at end insert ("at least 21 days previously") 
  
BY THE LORD McINTOSH OF HARINGEY
 
26     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
 
27     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
 
28     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
 
29     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
 
30     Page 4, line 22, leave out ("fourteen") and insert ("28") 
  
BY THE LORD PHILLIPS OF SUDBURY
THE LORD GOODHART
THE LORD SHARMAN
 
31     Page 4, line 24, after ("or") insert ("home address or business") 
  
BY THE BARONESS BUSCOMBE
 
32     Page 4, line 25, leave out ("21") and insert ("28") 
  
BY THE LORD GOODHART
THE LORD PHILLIPS OF SUDBURY
THE LORD SHARMAN
 
33     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.")
 
34     Page 4, line 43, after ("(4)") insert ("or (5B)") 
 
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