Limited Liability Partnerships Bill [H.L.] - continued        House of Lords
Limited liability partnerships - continued

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Stamp duty.     12. - (1) Stamp duty shall not be chargeable on an instrument by which property is conveyed or transferred by a person to a limited liability partnership in connection with its incorporation within the period of one year beginning with the date of incorporation if the following two conditions are satisfied.
 
      (2) The first condition is that at the relevant time the person-
 
 
    (a) is a partner in a partnership comprised of all the persons who are or are to be members of the limited liability partnership (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.
      (3) The second condition is that-
 
 
    (a) the proportions of the property conveyed or transferred to which the persons mentioned in subsection (2)(a) are entitled immediately after the conveyance or transfer are the same as those to which they were entitled at the relevant time, 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.
      (4) For the purposes of subsection (2) 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.
 
      (5) 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.
      (6) An instrument in respect of which stamp duty is not chargeable by virtue of subsection (1) shall not be taken to be duly stamped unless-
 
 
    (a) it has, in accordance with section 12 of the Stamp Act 1891, been stamped with a particular stamp denoting that it is not chargeable with any duty or that it is duly stamped, or
 
    (b) it is stamped with the duty to which it would be liable apart from that subsection.
Class 4 national insurance contributions.     13. 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."
 
 
Regulations
Insolvency and winding up.     14. - (1) Regulations shall make provision about the insolvency and winding up of limited liability partnerships by applying or incorporating, with such modifications as appear appropriate, Parts I to IV, VI and VII of the Insolvency Act 1986.
 
      (2) Regulations may make other provision about the insolvency and winding up of limited liability partnerships, and provision about the insolvency and winding up of oversea limited liability partnerships, by-
 
 
    (a) applying or incorporating, with such modifications as appear appropriate, any law relating to the insolvency or winding up of companies or other corporations which would not otherwise have effect in relation to them, or
 
    (b) providing for any law relating to the insolvency or winding up of companies or other corporations which would otherwise have effect in relation to them not to apply to them or to apply to them with such modifications as appear appropriate.
      (3) In this Act "oversea limited liability partnership" means a body incorporated or otherwise established outside Great Britain and having such connection with Great Britain, and such other features, as regulations may prescribe.
 
Application of company law etc.     15. Regulations may make provision about limited liability partnerships and oversea limited liability partnerships (not being provision about insolvency or winding up) by-
 
 
    (a) applying or incorporating, with such modifications as appear appropriate, any law relating to companies or other corporations which would not otherwise have effect in relation to them,
 
    (b) providing for any law relating to companies or other corporations which would otherwise have effect in relation to them not to apply to them or to apply to them with such modifications as appear appropriate, or
 
    (c) applying or incorporating, with such modifications as appear appropriate, any law relating to partnerships.
Consequential amendments.     16. - (1) Regulations may make in any enactment such amendments or repeals as appear appropriate in consequence of this Act or regulations made under it.
 
      (2) The regulations may, in particular, make amendments and repeals affecting companies or other corporations or partnerships.
 
General.     17. - (1) In this Act "regulations" means regulations made by the Secretary of State by statutory instrument.
 
      (2) Regulations under this Act may in particular-
 
 
    (a) make provision for dealing with non-compliance with any of the regulations (including the creation of criminal offences),
 
    (b) impose fees (which shall be paid into the Consolidated Fund), and
 
    (c) provide for the exercise of functions by persons prescribed by the regulations.
      (3) Regulations under this Act may-
 
 
    (a) contain any appropriate consequential, incidental, supplementary or transitional provisions or savings, and
 
    (b) make different provision for different purposes.
      (4) No regulations to which this subsection applies shall be made unless a draft of the statutory instrument containing the regulations (whether or not together with other provisions) has been laid before, and approved by a resolution of, each House of Parliament.
 
      (5) Subsection (4) applies to-
 
 
    (a) regulations under section 14(2) not consisting entirely of the application or incorporation (with or without modifications) of provisions contained in the Insolvency Act 1986,
 
    (b) regulations under section 15 not consisting entirely of the application or incorporation (with or without modifications) of provisions contained in Part I, Chapter VIII of Part V, Part VII, Parts XI to XIII, Parts XVI to XVIII, Part XX or Parts XXIV to XXVI of the Companies Act 1985,
 
    (c) regulations under section 14 or 15 making provision about oversea limited liability partnerships, and
 
    (d) regulations under section 16.
      (6) A statutory instrument containing regulations under this Act shall (unless a draft of it has been approved by a resolution of each House of Parliament) be subject to annulment in pursuance of a resolution of either House of Parliament.
 
 
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