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Arrangement of Clauses (Contents)

Limited Liability Partnerships Bill [H.L.]
 
 

 
 
A

B I L L

[AS AMENDED IN COMMITTEE]

TO

Make provision for limited liability partnerships.

BE IT ENACTED by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:-
 

 
Introductory
Limited liability partnerships.     1. - (1) There shall be a new form of legal entity to be known as a limited liability partnership.
 
      (2) A limited liability partnership is a body corporate (with legal personality separate from that of its members) which is formed by being incorporated under this Act; and-
 
 
    (a) in the following provisions of this Act (except in the phrase "oversea limited liability partnership"), and
 
    (b) in any other enactment (except where provision is made to the contrary or the context otherwise requires),
  references to a limited liability partnership are to such a body corporate.
 
      (3) A limited liability partnership has unlimited capacity.
 
      (4) The members of a limited liability partnership have such liability to contribute to its assets in the event of its being wound up as is provided for by virtue of this Act.
 
      (5) Accordingly, except as far as otherwise provided by this Act or any other enactment, the law relating to partnerships does not apply to a limited liability partnership.
 
      (6) The Schedule (which makes provision about the names and registered offices of limited liability partnerships) has effect.
 
 
Incorporation
Incorporation document etc.     2. - (1) For a limited liability partnership to be incorporated-
 
 
    (a) two or more persons associated for carrying on a lawful business with a view to profit must have subscribed their names to an incorporation document,
 
    (b) there must have been delivered to the registrar either the incorporation document or a copy authenticated in a manner approved by him, and
 
    (c) there must have been so delivered a statement in 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.
      (2) The incorporation document must-
 
 
    (a) be in a form approved by the registrar (or as near to such a form as circumstances allow),
 
    (b) state the name of the limited liability partnership,
 
    (c) state whether the registered office of the limited liability partnership is to be situated in England and Wales, in Wales or in Scotland,
 
    (d) state the address of that registered office,
 
    (e) state the name and address of each of the persons who are to be members of the limited liability partnership on incorporation, and
 
    (f) either specify which of those persons are to be designated members or state that every person who from time to time is a member of the limited liability partnership is a designated member.
      (3) If a person makes a false statement under subsection (1)(c) which he-
 
 
    (a) knows to be false, or
 
    (b) does not believe to be true,
  he commits an offence.
 
      (4) A person guilty of an offence under subsection (3) is liable-
 
 
    (a) on summary conviction, to imprisonment for a period not exceeding six months or a fine not exceeding the statutory maximum, or to both, or
 
    (b) on conviction on indictment, to imprisonment for a period not exceeding two years or a fine, or to both.
Incorporation by registration.     3. - (1) When the requirements imposed by paragraphs (b) and (c) of subsection (1) of section 2 have been complied with, the registrar shall retain the incorporation document or copy delivered to him and, unless the requirement imposed by paragraph (a) of that subsection has not been complied with, he shall-
 
 
    (a) register the incorporation document or copy, and
 
    (b) give a certificate that the limited liability partnership is incorporated by the name specified in the incorporation document.
      (2) The registrar may accept the statement delivered under paragraph (c) of subsection (1) of section 2 as sufficient evidence that the requirement imposed by paragraph (a) of that subsection has been complied with.
 
      (3) The certificate shall either be signed by the registrar or be authenticated by his official seal.
 
      (4) The certificate is conclusive evidence that the requirements of section 2 are complied with and that the limited liability partnership is incorporated by the name specified in the incorporation document.
 
 
Membership
Members.     4. - (1) On the incorporation of a limited liability partnership its members are the persons who subscribed their names to the incorporation document (other than any who have died or been dissolved).
 
      (2) Any other person may become a member of a limited liability partnership by and in accordance with an agreement with the existing members.
 
      (3) A person may cease to be a member of a limited liability partnership (as well as by death or dissolution) in accordance with an agreement with the other members.
 
      (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.
 
Relationship of members etc.     5. - (1) The provisions of any agreement (express or implied) between the members of a limited liability partnership or between the limited liability partnership and the members as to the mutual rights and duties of the members, or the mutual rights and duties of the limited liability partnership and the members, shall have effect subject to the provisions of the incorporation document.
 
      (2) An agreement made before the incorporation of a limited liability partnership between the persons who subscribe their names to the incorporation document may impose obligations on the limited liability partnership (to take effect at any time after its incorporation).
 
 
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