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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 on Third Reading in the House of Lords.

 [Amendments marked * are new or have been altered] 
Amendment
No.
 
  
Clause 1
 
  
BY THE LORD GOODHART
THE LORD PHILLIPS OF SUDBURY
THE LORD SHARMAN
 
1     Page 1, line 20, leave out subsection (5) and insert--
 
    ("(5)  The following provisions of the Partnership Act 1890 shall apply to limited liability partnerships--
    (a)  section 19,
    (b)  section 24,
    (c)  section 25,
    (d)  section 28,
    (e)  section 29,
    (f)  section 30,
    (g)  section 32,
    (h)  section 35.
    (5A)  For the purposes of subsection (5), the sections of the Partnership Act 1890 mentioned in that subsection shall apply as if--
    (a)  references to a firm or partnership were references to a limited liability partnership,
    (b)  references to a partner were references to a member of a limited liability partnership, and
    (c)  references to the dissolution of a partnership were references to the winding-up of a limited liability partnership.")
 
  
Clause 2
 
  
BY THE LORD McINTOSH OF HARINGEY
 
2     Page 2, line 4, leave out ("the form prescribed by regulations") and insert ("a form approved by the registrar") 
3     Page 2, line 6, leave out from ("anyone") to ("that") in line 7 and insert ("who subscribed his name to the incorporation document,") 
  
After Clause 3
 
  
BY THE LORD GOODHART
THE LORD PHILLIPS OF SUDBURY
THE LORD SHARMAN
 
4     Insert the following new Clause-- 
     ("  .  A limited liability partnership may, in accordance with regulations made under section 13, be wound up by the court on the petition of the Secretary of State or a member of the limited liability partnership if--
    (a)  it has not for a period exceeding 12 months carried on a lawful business with a view to profit, or
    (b)  its sole or main activity is an activity which is not the carrying-on of a lawful business with a view to profit.")
Winding-up of a limited liability partnership for inactivity or inappropriate activity.
  
Clause 4
 
  
BY THE LORD McINTOSH OF HARINGEY
 
5     Page 3, line 10, at end insert ("or, in the absence of agreement with the other members as to cessation of membership, by giving reasonable notice to the other members") 
6     Page 3, line 13, leave out ("(rather than members of a limited liability partnership)") 
  
Clause 5
 
  
BY THE LORD McINTOSH OF HARINGEY
 
7     Page 3, line 16, leave out subsection (1) and insert--
 
    ("(  )  Except as far as otherwise provided by this Act or any other enactment, the mutual rights and duties of the members of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its members, shall be governed--
    (a)  by agreement between the members, or between the limited liability partnership and its members, or
    (b)  in the absence of agreement as to any matter, by any provision made in relation to that matter by regulations under section 14(c).")
 
  
BY THE LORD PHILLIPS OF SUDBURY
THE LORD GOODHART
THE LORD SHARMAN
 
8*     Page 3, line 25, at end insert--
 
    ("(3)  Every member of a limited liability partnership shall have a duty of good faith to every other member and also to the limited liability partnership provided that in the event of a conflict between those duties his duty to the limited liability partnership shall prevail.")
 
  
Clause 6
 
  
BY THE LORD McINTOSH OF HARINGEY
 
9     Page 3, line 32, leave out ("or believes") 
  
Clause 10
 
  
BY THE LORD McINTOSH OF HARINGEY
 
10     Page 5, line 27, leave out from ("section") to end of line 35 and insert ("118 insert-- 
 Limited liability partnerships 
 <~et>Treatment of limited liability partnerships.     118ZA. For the purposes of the Tax Acts, a trade, profession or business carried on by a limited liability partnership with a view to profit shall be treated as carried on in partnership by its members (and not by the limited liability partnership as such); and, accordingly, the property of the limited liability partnership shall be treated for those purposes as partnership property. 
 Restriction on relief.     118ZB. Sections 117 and 118 have effect in relation to a member of a limited liability partnership as in relation to a limited partner, but subject to sections 118ZC and 118ZD. 
 Member's contribution to trade.     118ZC.--(1) Subsection (3) of section 117 does not have effect in relation to a member of a limited liability partnership.

(2)  But, for the purposes of that section and section 118, such a member's contribution to a trade at any time ("the relevant time") is the greater of--

 
  
      (a)  the amount subscribed by him, and
      (b)  the amount of his liability on a winding up.
        (3)  The amount subscribed by a member of a limited liability partnership is the amount which he has contributed to the limited liability partnership as capital, less so much of that amount (if any) as--
      (a)  he has previously, directly or indirectly, drawn out or received back,
      (b)  he so draws out or receives back during the period of five years beginning with the relevant time,
      (c)  he is or may be entitled so to draw out or receive back at any time when he is a member of the limited liability partnership, or
      (d)  he is or may be entitled to require another person to reimburse to him.
        (4)  The amount of the liability of a member of a limited liability partnership on a winding up is the amount which--
      (a)  he is liable to contribute to the assets of the limited liability partnership in the event of its being wound up, and
      (b)  he remains liable so to contribute for the period of at least five years beginning with the relevant time (or until it is wound up, if that happens before the end of that period).
 
 Carry forward of unrelieved losses.     118ZD.--(1) Where amounts relating to a trade carried on by a member of a limited liability partnership are, in any one or more chargeable periods, prevented from being given or allowed by section 117 or 118 as it applies otherwise than by virtue of this section (his "total unrelieved loss"), subsection (2) applies in each subsequent chargeable period in which--
      (a)  he carries on the trade as a member of the limited liability partnership, and
      (b)  any of his total unrelieved loss remains outstanding.
        (2)  Sections 380, 381, 393A(1) and 403 (and sections 117 and 118 as they apply in relation to those sections) shall have effect in the subsequent chargeable period as if--
      (a)  any loss sustained or incurred by the member in the trade in that chargeable period were increased by an amount equal to so much of his total unrelieved loss as remains outstanding in that period, or
      (b)  (if no loss is so sustained or incurred) a loss of that amount were so sustained or incurred.
        (3)  To ascertain whether any (and, if so, how much) of a member's total unrelieved loss remains outstanding in the subsequent chargeable period, deduct from the amount of his total unrelieved loss the aggregate of--
      (a)  any relief given under any provision of the Tax Acts (otherwise than as a result of subsection (2)) in respect of his total unrelieved loss in that or any previous chargeable period, and
      (b)  any amount given or allowed in respect of his total unrelieved loss as a result of subsection (2) in any previous chargeable period (or which would have been so given or allowed had a claim been made)."")
 
11     Page 5, line 42, at end insert ("with a view to profit") 
12     Page 5, line 44, after ("tax") insert ("in respect of chargeable gains") 
13     Page 6, line 8, at end insert--
        ("(2)  Where subsection (1) ceases to apply in relation to a limited liability partnership with the effect that tax is assessed and charged--
      (a)  on the limited liability partnership (as a company) in respect of chargeable gains accruing on the disposal of any of its assets, and
      (b)  on the members in respect of chargeable gains accruing on the disposal of any of their capital interests in the limited liability partnership,
    it shall be assessed and charged on the limited liability partnership as if subsection (1) had never applied in relation to it.
        (3)  Neither the commencement of the application of subsection (1) nor the cessation of its application in relation to a limited liability partnership is to be taken as giving rise to the disposal of any assets by it or any of its members."
    (  )  After section 156 of that Act insert--
 
 Cessation of trade by limited liability partnership.     156A.--(1) Where, immediately before the time of cessation of trade, a member of a limited liability partnership holds an asset, or an interest in an asset, acquired by him for a consideration treated as reduced under section 152 or 153, he shall be treated as if a chargeable gain equal to the amount of the reduction accrued to him immediately before that time.
 
    (2)  Where, as a result of section 154(2), a chargeable gain on the disposal of an asset, or an interest in an asset, by a member of a limited liability partnership has not accrued before the time of cessation of trade, the member shall be treated as if the chargeable gain accrued immediately before that time.
 
    (3)  In this section "the time of cessation of trade", in relation to a limited liability partnership, means the time when section 59A(1) ceases to apply in relation to the limited liability partnership."")
 
  
Clause 12
 
  
BY THE LORD McINTOSH OF HARINGEY
 
14     Page 6, line 32, leave out ("immediately before its incorporation") and insert ("at the relevant time") 
15     Page 6, line 35, leave out ("subscribe their names to the incorporation document") and insert ("are or are to be members of the limited liability partnership") 
16     Page 6, line 43, leave out ("immediately before its incorporation") and insert ("at the relevant time") 
17     Page 7, line 5, at end insert--
 
    ("(  )  In this section "the relevant time" means--
    (a)  if the person who conveyed or transferred the property to the limited liability partnership acquired the property after its incorporation, immediately after he acquired the property, and
    (b)  in any other case, immediately before its incorporation.")
 
  
After Clause 12
 
  
BY THE LORD McINTOSH OF HARINGEY
 
18     Insert the following new Clause-- 
     (". In section 15 of the Social Security Contributions and Benefits Act 1992 and section 15 of the Social Security Contributions and Benefits (Northern Ireland) Act 1992 (Class 4 contributions), after subsection (3) insert--
        (3A)  Where income tax is (or would be) charged on a member of a limited liability partnership in respect of profits or gains arising from the carrying on of a trade or profession by the limited liability partnership, Class 4 contributions shall be payable by him if they would be payable were the trade or profession carried on in partnership by the members."")
Class 4 national insurance contributions.
1992 c. 4.
1992 c. 7.
  
Clause 18
 
  
BY THE LORD McINTOSH OF HARINGEY
 
19     Page 9, line 36, leave out (" 12") and insert ("(Class 4 national insurance contributions)") 
  
Schedule
 
  
BY THE LORD PHILLIPS OF SUDBURY
THE LORD GOODHART
 
20*     Page 10, line 13, at end insert--
 
    ("(  )  When the name of the limited liability partnership ends with the abbreviation "llp" or "LLP" any notepaper, invoice, circular or other communication in whatever medium shall legibly state thereon that it is "a limited liability partnership".")
 
 
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