Contents
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Introduction
This booklet is
a guide to winding
up, your limited
liability partnership
or removing it from
the register. The
booklet summarises
some of the rules
that apply to voluntary
arrangements, administration
orders, receivers,
and voluntary and
compulsory liquidations.
It also covers how
and why limited
liability partnerships
are struck off and
dissolved.
This booklet also
covers how, in certain
circumstances, your
limited liability
partnership may
be restored to the
register.
Please remember
that if your limited
liability partnership
is considering liquidation,
or any other measures
to deal with insolvency,
you should seek
appropriate professional
advice or consult
an authorised insolvency
practitioner.
You will find the
relevant law in
the Limited Liability
Partnerships Act
2000, the Insolvency
Rules (Scotland)
1986, and in the
Limited Liability
Partnerships (Scotland)
Regulations 2001
which apply parts
of the Companies
Act 1985 (as amended
in 1989 and later)
and the Insolvency
Act 1986 to limited
liability partnerships.
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CHAPTER 1
General insolvency
information
1. What
are insolvency proceedings?
These are formal
measures to deal
with debts of limited
liability partnerships.
Many different types
of insolvency proceedings
apply to limited
liability partnerships.
All are covered
in this booklet.
2. Do all
limited liability
partnerships have
to go through insolvency
proceedings before
being dissolved?
No. If the Registrar
has reason to believe
that a limited liability
partnership is not
carrying on business
or is not in operation,
he may strike its
name off the register
and dissolve it
without going through
liquidation. A limited
liability partnership
that is not trading
may apply to the
Registrar to be
struck off the register.
This procedure
is not an alternative
to formal insolvency
proceedings.
More information
about striking off
and dissolution
of a limited liability
partnership is given
in chapter
7 of this booklet.
3. Can anyone
supervise insolvency
procedures?
All liquidators,
administrators,
administrative receivers
and supervisors
taking office on
or after 29 December
1986 must be authorised
insolvency practitioners.
Receiver managers
and Law of Property
Act (LPA) receivers
do not have to be
authorised.
Insolvency practitioners
may be authorised
by:
- the Chartered
Association of
Certified Accountants;
- the Insolvency
Practitioners'
Association;
- the Institute
of Chartered Accountants
in England and
Wales;
- the Institute
of Chartered Accountants
in Ireland;
- the Institute
of Chartered Accountants
in Scotland;
- the Law Society;
- the Law Society
of Scotland; or
- the Secretary
of State for Trade
and Industry.
4.
What happens to
the members of an
insolvent limited
liability partnership?
The liquidator,
administrative receiver,
administrator or
Official Receiver
has a duty to send
the Secretary of
State a report on
the conduct of all
members who were
in office in the
last three years
of the limited liability
partnership's trading.
The Secretary of
State has to decide
whether it is in
the public interest
to seek a disqualification
order against a
member.
Examples of the
most commonly reported
conduct might include:
- continuing
to trade when
the limited liability
partnership was
insolvent;
- failing to keep
proper accounting
records;
- failing to
prepare and file
accounts or make
returns to Companies
House; and
- failing to
send in returns
or pay to the
Crown any tax
that is due.
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CHAPTER 2
Voluntary arrangements
1. What
is a voluntary arrangement?
A voluntary arrangement
is when a limited
liability partnership
makes an agreement
with its creditors
by proposing a 'composition
in satisfaction
of its debt' or
a 'scheme of arrangement
of its affairs'.
This means an arrangement,
approved by the
court, in which
the limited liability
partnership has
formally agreed
terms with its creditors
for the settlement
of its debts.
2. Who may
propose a voluntary
arrangement?
A voluntary arrangement
may be proposed
by:
- the administrator,
if there is an
administration
order;
- the liquidator,
if the limited
liability partnership
is being wound
up; or
- the limited
liability partnership,
in other circumstances.
3.
Who considers the
proposal?
When the limited
liability partnership
has proposed the
arrangement, the
nominee appointed
to supervise its
implementation reports
to the court within
28 days on whether,
in his or her opinion,
a meeting of the
creditors should
be called.
When the administrator
or liquidator proposes
the agreement, the
nominee reports
on whether a meeting
of the members and
a meeting of the
creditors of the
limited liability
partnership should
be called.
4.
How is a proposed
voluntary arrangement
approved?
The meeting(s) summoned
by the nominee decide
whether to approve
the voluntary arrangement
which, subject to
certain restrictions,
may be approved
with or without
modifications. Any
modifications must
be agreed with the
limited liability
partnership. It
is then binding
on all creditors
who had notice of
the meeting and
were entitled to
vote. All creditors
who had notice of
the meeting are
bound by the terms
of the arrangement.
5. What
happens when the
arrangement is approved?
If the meeting of
creditors and the
meeting of members
(in circumstances
where a members
meeting was held)
approve a voluntary
arrangement, then
the nominee or his
replacement becomes
the supervisor of
the arrangement.
6. What
needs to be sent
to Companies House?
The supervisor must
send a copy of the
chairman's report
of the meeting.
At least once every
12 months, the supervisor
must send an account
of receipts and
payments, together
with a progress
report, to all interested
parties including
the Registrar.
When the arrangement
is completed, the
supervisor must
notify the Registrar,
within 28 days after
final completion.
If the arrangement
is suspended or
revoked, the Registrar
must be notified.
The appropriate
forms are:
| Form
title |
Number |
| Notice of
report of a
meeting approving
a voluntary
arrangement
|
1.1(Scot) |
| Notice of
order of revocation
or suspension
of voluntary
arrangement |
1.2(Scot) |
| Notice of
voluntary arrangement's
supervisor's
abstract of
receipts and
payments |
1.3(Scot) |
| Notice of
completion of
voluntary arrangement
|
1.4(Scot) |
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CHAPTER 3
Administration orders
1.
What is an administration
order?
It is a court order
made to appoint an
administrator to manage
the limited liability
partnership's affairs.
2.
What is the purpose
of an administration
order?
Its purpose may be
to:
- save the whole
or any part of
the limited liability
partnership as
a going concern;
or
- approve a limited
liability partnerships
voluntary arrangement;
or
- sanction (agree
to) a compromise
or arrangement;
or
- get a better
price for the
limited liability
partnership's
assets or otherwise
realise their
value more favourably
than in a winding-up.
3.
When may a court
make an administration
order?
A court may make
an administration
order when the limited
liability partnership
is, or is likely
to become, unable
to pay its debts
and the court considers
that the making
of an administration
order could achieve
one of the purposes
outlined above.
4. Who may
make a petition
for an administration
order?
This may be done
by the limited liability
partnership itself,
or one or more of
its creditors including
any contingent (existing)
or prospective creditors.
The administrator
appointed by the
order must notify
the Registrar of
the order.
5. What
is the effect of
the order?
While an administration
order is in force,
the limited liability
partnership cannot
be wound up and
an administrative
receiver cannot
be appointed or,
if previously appointed,
they must vacate
office. There are
restrictions on
enforcing any security
over the limited
liability partnership's
property, selling
any goods and starting
any legal proceedings.
More details about
receivers are given
in chapter
4.
6. Who must
an administrator
notify of his or
her appointment?
An administrator
must:
-
Advertise the
order in the
Edinburgh
Gazette
and in a newspaper
in the area
where the limited
liability partnership
has its principal
place of business;
and
- send a copy
of the court order
to the Registrar
with Form 2.2(Scot).
What
is the Edinburgh
Gazette?
The Gazette
is published
by The Stationery
Office and
contains various
statutory
notices and
advertisements.
It is published
twice weekly
and can be
obtained from
The Stationery
Office, 73
Lothian Road,
Edinburgh
EH3 9AW. |
7. What
are the administrator's
duties?
The administrator
takes control of
all the property
to which the limited
liability partnership
is, or appears to
be, entitled. He
or she prepares
proposals for achieving
the purpose for
which the administration
order was made and
calls a meeting
of creditors to
consider those proposals.
If the majority
of creditors approve
the proposals, the
administrator then
manages the affairs,
business and property
of the limited liability
partnership in accordance
with the proposals.
8. Does
the administrator
need to send anything
else to Companies
House?
Yes. The administrator
must send details
of the proposals
within three months
after the order
was made.
Then, every six
months, the administrator
must send an account
of receipts and
payments.
9. How long
does an administration
order last?
It continues until
the court discharges
it - in other words,
decides that the
order is no longer
needed.
If there is a court
order to discharge
the order, or to
vary its terms,
the administrator
must send a copy
to the Registrar
within 14 days after
the order was made.
10. Which
forms should be
used?
The appropriate
forms are:
| Form
title |
Number |
| Notice of
petition for
administration
order |
2.1(Scot) |
| Notice of
administration
order |
2.2(Scot) |
| Notice of
discharge of
administration
order |
2.4(Scot) |
| Notice of
statement of
administrator's
proposals |
2.7(Scot) |
| Notice of
result of meeting
of creditors
|
2.8(Scot) |
| Administrator's
abstract of
receipts and
payments |
2.9(Scot) |
| Notice of
variation of
administration
order |
2.12(Scot) |
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CHAPTER 4
Receivers
1. What
is a receiver?
Appointed by or
on behalf of the
holder of a floating
charge, a receiver
has the power to
sell or otherwise
realise the charged
assets of the limited
liability partnership
in an attempt to
repay the debt owed
to the charge-holder.
2. Who tells
the Registrar and
Accountant in Bankruptcy
(AIB) that a receiver
has been appointed
?
Within seven days
of the appointment,
the person who appoints
the receiver must
deliver notice to
the Registrar and
AIB. When the receiver
ceases to act, the
holder of the floating
charge must deliver
notice to the Registrar
and AIB within 14
days.
3. What
document must the
receiver send?
Within three months
of his appointment,
the receiver must
deliver a report
to the AIB with
copies to:
- the limited
liability partnership's
creditors;
- the holders
of a floating
charge; and
- any trustees
for secured creditors
of the limited
liability partnership.
The report must:
Statement
of affairs
This is a
summary of
the limited
liability
partnership's
assets, liabilities
and creditors.
The administrative
receiver decides
whether it
is required
and who should
prepare it.
|
Within two months
of the anniversary
of the appointment,
the receiver must
send the AIB an
account of receipts
and payments covering
the first 12 months
of receivership
and for every 12
months thereafter.
4. Which
forms should be
used?
The appropriate
forms are:
| Form
title |
Number |
| Notice of
the appointment
of receiver
by a holder
of a floating
charge |
1
(Scot) |
| Notice of
the appointment
of a receiver
by the court |
2
(Scot) |
| Notice of
the receiver
ceasing to act
or of his removal |
3
(Scot) |
| Receiver's
abstract of
receipts and
payments |
3.2
(Scot) |
| Notice of
receiver's report
|
3.5
(Scot) |
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CHAPTER 5
Voluntary liquidation
There are two kinds
of voluntary liquidation:
-
members' voluntary
liquidation
(MVL) - which
means the designated
members have
made a statutory
declaration
of solvency;
-
creditors' voluntary
liquidation
(CVL) - which
means the designated
members have
not made such
a declaration.
1.
When can a limited
liability partnership
go into MVL?
This can take place
when the designated
members of a limited
liability partnership
believe that the
limited liability
partnership is solvent.
A majority
of the limited
liability
partnership's
designated
members must
make a statutory
declaration
of solvency
in the five
weeks before
the date when
the limited
liability
partnership
determined
that it would
be wound up,
or on the
date but before
making the
determination
- see question
3. |
2. What
is in the declaration?
The statutory declaration
will state that
the designated members
have made a full
inquiry into the
limited liability
partnership's affairs
and that, having
done so, they believe
that it will be
able to pay its
debts in full within
12 months from the
start of the winding-up.
The declaration
will include a statement
of the limited liability
partnership's assets
and liabilities
as at the latest
practicable date
before making the
declaration.
3.
When does liquidation
actually start?
The liquidation
starts when the
members determine
to wind up the limited
liability partnership.
The means of making
such a determination
will usually be
provided for in
the partnership
agreement. In the
absence of any provision,
the determination
will be made by
a decision of the
majority of members.
4. Must
notice of voluntary
liquidation be given
to anyone?
Yes. Notice of the
determination for
voluntary winding-up
of the limited liability
partnership must
be published in
the Edinburgh
Gazette within
14 days of the making
of the determination.
The limited liability
partnership must
also send a copy
of the declaration
and the determination
to AIB and a copy
of the determination
to the Registrar
within 15 days of
the date when the
limited liability
partnership determined
that it would be
wound up.
5. When
may a CVL be appropriate?
A limited liability
partnership may
go into CVL when
it cannot pay its
debts.
6. What
must the limited
liability partnership
do?
Its members determine
that the limited
liability partnership
cannot continue
in business because
of its liabilities
and that it is advisable
to wind up. The
way in which the
limited liability
partnership makes
such a determination
will usually be
provided for in
the partnership
agreement. In the
absence of any provision,
the determination
will be made by
a decision of the
majority of members.
The determination
must be:
- advertised
in the Edinburgh
Gazette within
14 days; and
- sent to the
Registrar and
AIB within 15
days.
A
meeting of creditors
must be held in
the next 14 days
after the determination
to wind up has been
made. Notice of
the meeting must
be sent to the creditors
at least seven days
before the meeting.
Also, the designated
members must prepare
a statement of affairs
for consideration
at the meeting,
and appoint one
of themselves to
attend and preside
over the meeting.
When the liquidator
is appointed, the
designated members
must provide him
or her with a statement
of affairs and otherwise
co-operate with
the liquidator.
7. Does
the limited liability
partnership have
to advertise notice
of the meeting?
Yes. The meeting
must be advertised
in the Edinburgh
Gazette and
in two newspapers
in the area where
the limited liability
partnership has
its principal place
of business.
8. What
are the main duties
of a liquidator?
The liquidator is
appointed to wind
up the limited liability
partnership's affairs.
The liquidator does
this by calling
in all the limited
liability partnership's
assets and distributing
them to its creditors.
If anything is left
over, the liquidator
distributes it among
the members of the
limited liability
partnership.
9. Does
a liquidator need
to notify anyone
of his or her appointment?
Yes. Within 14 days
of being appointed,
a liquidator must
publish a notice
of appointment in
the Edinburgh
Gazette and
notify the AIB.
If the liquidation
is voluntary, the
liquidator must
also give notice
in a newspaper in
the area where the
limited liability
partnership has
its principal place
of business.
10. What
does the liquidator
have to send to
the AIB?
The liquidator must
send a statement
of affairs and a
statement of receipts
and payments for
the first 12 months
of liquidation.
After that, statements
must be sent every
six months until
the winding-up is
complete.
11. Can
an MVL be converted
into a CVL?
Yes. If the liquidator
decides that the
limited liability
partnership will
not be able to pay
its debts in full
in the period stated
in the designated
members' statutory
declaration of solvency,
then he or she must
call a meeting of
the creditors which
must be held within
28 days. The liquidation
becomes a CVL from
the date of the
meeting.
12. What
are the requirements
for giving notice
in such a case?
The liquidator must:
- post a notice
of the meeting
to each creditor
at least seven
days before the
date of the meeting;
-
advertise the
date of the
meeting in the
Edinburgh Gazette
and in two newspapers
in the area
where the limited
liability partnership
has its principal
place of business;
and
-
prepare a statement
of affairs for
consideration
at the meeting.
A copy of the
statement must
be sent to the
AIB within 7
days of the
meeting.
13.
What happens when
the limited liability
partnership's affairs
are fully wound
up?
The liquidator presents
an account to final
meetings of creditors
and members of the
limited liability
partnership. He
or she must advertise
the meetings in
the Edinburgh
Gazette at least
one month before.
Within one week
of the meeting having
taken place, the
liquidator must
send the account
to the Registrar
and AIB together
with a return of
the final meeting.
Unless the court
makes an order deferring
the dissolution
of the limited liability
partnership, it
is dissolved three
months after the
return and account
are registered at
Companies House.
14. Which
forms should be
used?
The appropriate
forms are:
| Form
title |
Number |
| Notice of
appointment
of liquidator
voluntary winding-up
(members or
creditors) |
600 |
| Statement
of affairs |
4.4
(Scot) |
| Liquidator's
statement of
receipts and
payments |
4.5 (Scot) |
| Notice of
liquidator's
statement of
receipts and
payments |
4.6
(Scot) |
| Notice of
final meeting
of creditors
|
4.17
(Scot) |
| Return of
final meeting
of voluntary
winding-up |
4.26
(Scot) |
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CHAPTER 6
Compulsory liquidation
1. What
is 'compulsory liquidation'?
Compulsory liquidation
of a limited liability
partnership is when
the limited liability
partnership is ordered
by a court to be
wound up.
2. Which
courts can order
a compulsory liquidation?
The Court of Session
or Sheriff Court
may order the winding-up
of a limited liability
partnership. This
may be, for example,
on the petition
of a creditor or
creditors on the
grounds that the
limited liability
partnership cannot
pay its debts.
A
limited liability
partnership
is regarded
as unable to
pay its debts
if, for example,
a creditor:
-
is owed
more than
£750;
-
presents
a written
demand
in the
prescribed
form (known
as a statutory
demand
(Form
4.1 (Scot)))
to the
limited
liability
partnership;
and
-
the limited
liability
partnership
fails
to pay,
secure
or agree
a settlement
of the
debt to
the creditor's
reasonable
satisfaction.
There are
other situations
where a limited
liability
partnership
is deemed
unable to
pay its debts.
Please read
the relevant
legislation.
|
The court may also
order the limited
liability partnership
to be wound up on
the petition of:
- the limited
liability partnership
itself;
- one or more
of the limited
liability partnership's
members;
- the Secretary
of State for Trade
and Industry;
- the Financial
Services Authority
(formerly the
Securities and
Investment Board)
3.
Must the petition
be advertised?
Unless the court
directs other arrangements,
the petition must
be advertised in
the Edinburgh
Gazette.
4. What
appears on the limited
liability partnership
record held by Companies
House?
If the petition
is successful, the
limited liability
partnership must
send Form 4.2 (Scot)
and a copy of the
winding-up order
to the Registrar
and AIB straightaway
and it will be placed
on the limited liability
partnership's public
record.
The petition itself
is not presented
to the Registrar
so it will not appear
on the public records.
5. Who acts
as the liquidator
when an order is
made to wind up
the limited liability
partnership?
A provisional liquidator
may be appointed
after the petition
is presented. If
a winding up order
is made, an interim
liquidator is appointed.
Both the provisional
and interim liquidator
must notify the
AIB of their appointments
and the provisional
liquidator must
also notify the
Registrar.
6. What
are the duties of
the Official Receiver
as liquidator?
Within 28 days of
the appointment,
the interim liquidator
investigates the
limited liability
partnership's affairs
and will call meetings
of creditors and
contributories (that
is, those people
liable to contribute
to the assets of
a limited liability
partnership in the
event of it being
wound up). The meetings
appoint the official
liquidator who must
notify the AIB within
seven days. If no
liquidator is appointed
at the meetings,
the court appoints
a liquidator.
The liquidator must
send to the AIB
a statement of receipts
and payments for
the first 12 months
of liquidation and
thereafter every
six months until
the winding up is
complete.
7. What
happens when the
winding-up is complete?
When the Registrar
and AIB receive
notice from the
liquidator of the
final meeting that
winding-up is complete,
the Registrar will
register it and
publish its receipt
in the Edinburgh
Gazette.
Unless the Court
directs otherwise,
the limited liability
partnership will
be dissolved three
months after the
notice was registered
at Companies House.
If
the liquidator
is satisfied
that the
limited
liability
partnership's
realisable
assets (that
is, assets
which could
be sold
or disposed
of to raise
money) will
not cover
the expenses
of winding-up
and that
no further
investigation
of the limited
liability
partnership's
affairs
is necessary,
he may apply
to the Registrar
for early
dissolution
of the limited
liability
partnership.
The limited
liability
partnership
will be
dissolved
three months
after the
application
is registered
at Companies
House.
|
8.
Which forms should
be used?
| Form
title |
Number |
| Statutory
demand for payment |
4.1 (Scot) |
| Notice of
winding-up order |
4.2 (Scot) |
| Liquidator's
statement of
receipt and
payments |
4.5 (Scot) |
| Notice of
liquidator's
statement of
receipts and
payments |
4.6
(Scot) |
| Notice of
appointment
of liquidator
|
4.9
(Scot) |
| Notice of
final meeting
of creditors
|
4.17
(Scot) |
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CHAPTER
7
Voluntary striking-off
and dissolution
1. Who can
apply to have a
limited liability
partnership struck
off the register?
A limited liability
partnership that
is not trading may
apply to the Registrar
to be struck off
the register. It
can do this if the
limited liability
partnership is no
longer needed. For
example, the active
designated members
may wish to retire
and there is no-one
to take over from
them; or it is a
subsidiary whose
name is no longer
needed; or it was
set up to exploit
an idea that turned
out not to be feasible.
The procedure is
not an alternative
to formal insolvency
proceedings where
these are appropriate,
as creditors are
likely to prevent
the striking off
(see questions 4
and 7).
Even if the limited
liability partnership
is struck off and
dissolved, creditors
and others could
apply for it to
be restored to the
register (see chapter
9).
A limited liability
partnership can
apply to be struck
off if, in the
previous three months,
it has not:
- traded or otherwise
carried on business;
- changed its
name;
-
for value, disposed
of property
or rights that,
immediately
before it ceased
to be in business
or trade, it
held for disposal
or gain in the
normal course
of its business
or trade (for
example, a limited
liability partnership
in business
to sell apples
could not continue
selling apples
during that
three-month
period but it
could sell the
truck it once
used to deliver
the apples or
the warehouse
where they were
stored); or
-
engaged in any
other activity
except one necessary
or expedient
for making a
striking-off
application,
settling the
limited liability
partnership's
affairs or meeting
a statutory
requirement
(for example,
a limited liability
partnership
may seek professional
advice on the
application,
pay the costs
of copying the
Form LLP652a,
etc). However,
a limited liability
partnership
can apply for
striking off
if it has settled
trading or business
debts in the
previous three
months.
A
limited liability
partnership cannot
apply to be struck
off if it is the
subject, or proposed
subject, of:
-
any insolvency
proceedings
(such as liquidation,
including where
a petition has
been presented
but has not
yet been dealt
with); or
-
a Section 425
scheme (that
is a compromise
or arrangement
between a limited
liability partnership
and its creditors).
2.
What should I do
before applying?
There are safeguards
for those who are
likely to be affected
by a limited liability
partnership's dissolution.
If your limited
liability partnership
has creditors, you
are advised to warn
all the people listed
in question
4, before applying,
as any of them may
object to the limited
liability partnership
being struck off.
Any loose ends should
be dealt with before
you apply.
It is also advisable
to notify any other
organisation or
party who may have
an interest in the
limited liability
partnership's affairs,
otherwise they might
later object to
the application.
Examples include
local authorities,
especially if the
limited liability
partnership is under
any obligation involving
planning permission
or health and safety
issues, training
and enterprise councils,
and government agencies.
From the date of
dissolution, any
assets held by a
dissolved limited
liability partnership
will belong to the
Crown - see chapter
8, question 5.
3.
How do I apply?
You should request
a Form LLP652a from
the Registrar.
The form must be
signed and dated
by:
- two designated
members; or
- the majority,
if there are more
than two.
You
must give the name,
address and telephone
number of the person
Companies House
should contact about
the application.
You should then
send the completed
form, with the £10
fee, to the Registrar
of Companies, Companies
House, 37 Castle
terrace, Edinburgh
EH1 2EB. Make the
cheque payable to
'Companies House'
and write the limited
liability partnership
number on the reverse.
4.
Who must I inform?
Within seven days
after sending Form
LLP652a to the Registrar,
you must provide
copies of the form
to the following:
-
creditors
including all
contingent (existing)
and prospective
(likely) creditors
such as banks,
suppliers, former
employees if
they are owed
money by the
limited liability
partnership,
landlords, tenants
(for example,
where a bond
is refundable),
guarantors and
personal injury
claimants. Also,
you must notify
appropriate
offices of the
Inland Revenue,
DSS and Customs
& Excise if
there are outstanding,
contingent or
prospective
liabilities;
- employees;
- managers
or trustees of
any employee pension
fund;
and
- any
members who have
not signed the
form.
Anyone who becomes
a creditor after the
application must also
be sent a copy of
the form within seven
days of doing so.
All VAT-registered
limited liability
partnerships must
notify the relevant
VAT office (Finance
Act 1985).
5. How should
I inform the various
parties?
A copy of the Form
LLP652a should be
delivered to, left
at, or posted to them
at:
- the last known
address (if an
individual); or
- the principal/registered
office (if a company
or partnership).
NOTE:
To notify
creditors
who have more
than one place
of business,
you must send
copies of
the form to
or leave copies
at, all the
places of
business where
the limited
liability
partnership
has had dealings
in relation
to the current
debts (for
example, the
branch where
you ordered
goods or which
invoiced you).
It is advisable
to keep proof
of delivery
or posting.
|
6. How is
the form registered?
The Registrar will
check the form and,
if acceptable, put
it on the limited
liability partnership's
public record. An
acknowledgement
will be sent to
the address shown
on the form. The
limited liability
partnership will
also be notified
at its registered
office address to
enable it to object
if the application
is bogus.
7.
What happens when
the Registrar accepts
a Form LLP652a application?
The Registrar will
advertise and invite
objections to the
proposed striking-off
in the Edinburgh
Gazette. The
Registrar will strike
the limited liability
partnership off
the register not
less than three
months after the
date of this notice
if he sees no reason
to do otherwise
and the application
has not been withdrawn.
The limited liability
partnership will
be dissolved when
the Registrar publishes
a notice to that
effect in the Gazette.
At the time of striking-off,
a letter will be
issued to the contact
name on Form
LLP652a confirming
the proposed date
of dissolution.
Offences
and penalties
It is an offence:
- to
apply
when the
limited
liability
partnership
is ineligible
for striking-off;
- to
provide
false
or misleading
information
in, or
in support
of, an
application;
- not
to copy
the application
to all
relevant
parties
within
seven
days;
- not
to withdraw
the application
if the
limited
liability
partnership
becomes
ineligible.
Most offences
attract a
fine of up
to £5,000
on summary
conviction
(before a
Sheriff) or
an unlimited
fine on indictment
(before a
jury). If
the designated
members deliberately
conceal the
application
from interested
parties, they
are liable
not only to
a fine but
also up to
seven years
imprisonment. |
Anyone convicted
of these offences
may also be disqualified
from being a member
for up to 15 years.
8. What
if I change my mind
and want to withdraw
my application?
Designated members
must withdraw the
application using
Form LLP652c if
a limited liability
partnership ceases
to be eligible for
striking-off. This
may be because the
limited liability
partnership:
- trades or otherwise
carries on business;
- changes its
name;
-
for value, disposes
of any property
or rights except
those it needed
in order to
make or proceed
with the application
(for example
a limited liability
partnership
may continue
the application
if it disposes
of a telephone
which it kept
to deal with
enquiries about
its application);
-
becomes subject
to formal insolvency
proceedings
or makes a Section
425 application
(a compromise
or arrangement
between a limited
liability partnership
and its creditors);
-
engages in any
other activity,
unless it was
necessary or
expedient in
order to: make
or proceed with
a striking-off
application;
conclude those
of its affairs
that are outstanding
because of what
has been necessary
or expedient
to make or proceed
with an application
(such as paying
the costs of
running office
premises while
concluding its
affairs and
then finally
disposing of
the office);
or comply with
a statutory
requirement.
Form
LLP652c can be completed
and signed by any
designated member.
The form must be
sent to Companies
House.
9. Do I
need to send a fee
with Form LLP652a?
A fee of £10 is
payable to cover
the cost of providing
the service. The
fee will not be
refunded if the
application is rejected
or withdrawn after
its registration.
A further fee will
be payable for a
new application.
Any cheques must
be made payable
to 'Companies House'
and the limited
liability partnership
number written on
the reverse.
10. Can
anyone object to
dissolution?
Any interested party
may object.
11. How
and why can they
object?
Objections must
be in writing and
sent to the Registrar
of Companies with
any supporting evidence,
such as copies of
invoices that may
prove the limited
liability partnership
is trading. Reasons
for objecting include:
-
the limited
liability partnership
has broken any
of the conditions
of its application
(for example,
it has traded,
changed its
name or become
subject to insolvency
proceedings)
during the three-month
period before
the application,
or afterwards;
- the designated
members have not
informed interested
parties;
- any of the declarations
on the form are
false;
-
some form of
action is being
taken, or is
pending, to
recover any
money owed (such
as a winding-up
petition or
action in a
small claims
court);
- other legal
action is being
taken against
the limited liability
partnership;
- the designated
members have wrongfully
traded or committed
a tax fraud or
some other offence.
Back
to top
CHAPTER 8
Defunct limited liability
partnerships
1.
Can the Registrar
strike off a limited
liability partnership?
Yes, if it is neither
in business nor in
operation. The Registrar
may take this view
if, for example:
- he has not
received documents
from a limited
liability partnership
that should have
sent them to him;
or
- mail he has
sent to a limited
liability partnership's
registered office
is returned undelivered.
Before
the Registrar strikes
a limited liability
partnership off
the register, he
must inquire whether
it is still in business
or operation. If
he is satisfied
that it is not,
he will publish
a notice in the
Edinburgh
Gazette that
he intends to strike
the limited liability
partnership off.
A copy notice is
placed on the limited
liability partnership's
public record. If
he sees no reason
to do otherwise,
the Registrar will
strike the limited
liability partnership
off not less than
three months after
the date of the
notice. The limited
liability partnership
will be dissolved
on publication of
a further notice
stating this in
the Gazette.
At the date of dissolution
any assets held
by a dissolved limited
liability partnership
will belong to the
Crown: see question
5.
2. How can
I avoid this action?
If the limited liability
partnership is to
remain on the register,
it is important
to reply promptly
to any formal inquiry
letter from the
Registrar and to
deliver any outstanding
documents. Failure
to deliver the necessary
documents may also
result in the designated
members being prosecuted.
3. Can I
object?
The Registrar will
take into account
representations
from the limited
liability partnership
and other interested
parties, such as
creditors.
4. How does
the Registrar publish
his intention to
strike off a limited
liability partnership?
Notices are printed
in the Edinburgh
Gazette, which
is published twice
weekly. Copies can
be provided from
the Stationery Office,
73 Lothian Road,
Edinburgh EH3 9AW.
5.
What happens to
the assets of a
dissolved limited
liability partnership?
From the date of
dissolution any
assets held by a
dissolved limited
liability partnership
will be 'bona vacantia'.
This means they
belong to the Crown.
Enquiries about
bona vacantia property
should be addressed
to:
The Queen's and
Lord Treasurer's
Remembrancer (Q
& LTR)
Crown Office
25 Chambers Street
Edinburgh
EH1 1LA
Back
to top
CHAPTER
9
Restoration to the
register
The Registrar cannot
restore a limited
liability partnership
to the register
without a Court
Order. When the
Registrar receives
an office copy of
the Court Order
for restoration,
a limited liability
partnership is regarded
as having continued
in existence as
if it had not been
struck off and dissolved.
1. Who can
apply to have a
limited liability
partnership restored
to the register?
For limited
liability partnerships
struck off following
a Form LLP652a application:
any of the parties
who must be notified
of the application
(see chapter
7, question 4)
can apply to the
Court within 20
years of dissolution
for the name of
the dissolved limited
liability partnership
to be restored to
the register. The
Court may order
restoration if it
is satisfied that:
- the person
was not given
a copy of the
limited liability
partnership's
application;
- the limited
liability partnership's
application involved
a breach of the
conditions of
the application;
or
- for some other
reason it is just
to do so.
The
Secretary of State
may also apply to
the Court for restoration
if this is justified
in the public interest.
For limited
liability partnerships
struck off at the
instigation of the
Registrar:
the limited liability
partnership, or
its creditor, can
apply to the Court
for restoration
within 20 years
of the dissolution.
When a limited liability
partnership applies
for its own restoration,
a member of the
limited liability
partnership must
also be an applicant
to give any necessary
undertakings to
the Court.
Where a
limited liability
partnership is dissolved:
the liquidator or
any other interested
party such as a
creditor can apply
to the Court for
the dissolution
to be declared void.
In most cases an
application must
be made within two
years of dissolution,
but it can be made
at any time if its
purpose is to bring
proceedings against
a limited liability
partnership for:
- damages for
personal injuries
including any
sum under Section
1(2)(c) of the
Law Reform (Miscellaneous
Provisions) Act
1934 (funeral
expenses); or
- damages under
the Fatal Accidents
Act 1976 or the
Damages (Scotland)
Act 1976.
2.
Which courts do
I apply to for a
Restoration Order?
You can apply to
The Court of Session
or Sheriff Court
in the Sheriffdom
in which the limited
liability partnership
has its registered
office.
3. How do
I serve documents?
The petition should
be served on:
The Lord Advocate
Crown Office
25 Chambers Street
Edinburgh
EH1 1LA
DX: ED310
and:
The Registrar of
Companies
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB
DX: ED235 Edinburgh
1
The Registrar will
accept delivery
by post (recorded
delivery is recommended).
He will also accept
delivery by hand
at Companies House
Edinburgh during
normal office hours.
An agent may represent
the Registrar of
Companies and/or
the Lord Advocate
at the hearing.
4. What
evidence must I
give?
The Court will require
evidence covering
service of the petition
on the Registrar
of Companies and
the Lord Advocate.
The Court will usually
require background
information on the
limited liability
partnership. This
can be provided
in the petition
(its form is prescribed
in the rules of
court) and may include:
-
when
the limited
liability partnership
was incorporated
and the nature
of its objects
(a copy of the
certificate
of incorporation
and the incorporation
document should
be attached);
- its membership
and officers;
- its trading
activity and,
if applicable,
when it stopped
trading;
-
an explanation
of any failure
to deliver accounts,
annual returns
or notices to
the Registrar
of Companies;
- details of
the striking-off
and dissolution;
- comments on
the limited liability
partnership's
solvency;
- any other information
that explains
the reason for
the application.
The
Registrar will provide
information to assist
in an application
to the Court. Before
the Court hearing,
he will normally
ask for:
- delivery of
any statutory
documents to bring
the limited liability
partnership's
public file up
to date.
- the correction
of any irregularities
in the limited
liability partnership's
structure.
5.
Are there costs
or penalties?
Yes. The applicant(s)
may be expected
to meet the costs
of the Registrar
in relation to the
restoration. The
limited liability
partnership may
also be required
to meet the Registrar's
expenses and any
late filing penalty
payable for accounts
delivered outside
the period allowed
by the Companies
Act 1985 (as applied
to limited liability
partnerships by
regulation 3 of
the Limited Liability
Partnerships Regulations
2001).
6. What
happens when the
order for restoration
is made?
On completion of
the order, a certified
copy interlocutor
should be delivered
to the Registrar
of Companies. The
limited liability
partnership is considered
restored upon delivery.
Back
to top
CHAPTER 10
Further information
1. Where
can I go for help?
Staff at Companies
House in Edinburgh
and the AIB will
be able to advise
you on general matters,
but if you are considering
liquidation or insolvency
proceedings you
should seek the
advice of an insolvency
practitioner or
the Insolvency Service.
Complaints about
the conduct of a
licensed insolvency
practitioner should
be sent, in writing,
to:
The Insolvency Practitioners'
Section
The Insolvency Service
Area 1.10
PO Box 203
21 Bloomsbury Street
LONDON
WC1B 3QW
They will then forward
the complaint to
the practitioner's
authorising body.
2. Where
do I get forms and
guidance booklets?
This is one of a
series of Companies
House booklets which
provide a simple
guide to the Companies
Act.
Statutory forms
and guidance booklets
are available, free
of charge from Companies
House. The quickest
way to get them
is through this
website or by telephoning
0870 3333636.
If you prefer you
can write to our
stationery sections
in Cardiff or Edinburgh.
Forms can also be
obtained from legal
stationers, accountants,
solicitors and company
formation agents
- addresses in business
phone books.
The following forms
are available from
Companies House:
Receivership
forms
| 1(Scot)
|
Notice
of the appointment
of a receiver
by the holder
of a floating
charge |
| 2(Scot)
|
Notice
of the appointment
of a receiver
by the court
|
| 3(Scot)
|
Notice
of the receiver
ceasing to act
or of his removal |
| 3.4(Scot)
|
Notice
of authorisation
to dispose of
secured property |
| 3.5(Scot)
|
Notice
of receiver's
report |
| |
|
| Liquidation
forms |
| |
|
| 4.2(Scot) |
Notice
of winding up
order |
| 4.17(Scot) |
Notice
of final meeting
of creditors |
| 4.26(Scot) |
Return
of final meeting
in a voluntary
winding-up |
| 4.27(Scot) |
Notice
of court's order
listing proceedings
in winding up
by the court |
| 4.28(Scot) |
Notice
under section
204(6) or 205(6) |
| 111/110 |
Members'
Voluntary -
Return of final
winding up meeting |
| 112/110 |
Creditors'
Voluntary -
Return of final
winding up meeting |
Forms can also be
obtained from the
The
Accountant in Bankruptcy
or from legal stationers.
A list of legal
stationers can usually
be found in Yellow
Pages.
3. How do
I send information
to the Registrar?
Documents
may be delivered
by post, by hand
(personally or by
courier) or by the
Hays Document Exchange
service.
The relevant addresses
are:
The
Registrar of
Companies
Companies House
37 Castle Terrace
Edinburgh EH1
2EB
DX ED235 Edinburgh
1 |
The
Accountant in
Bankruptcy
George House
37 Castle Terrace
126 George Street
Edinburgh EH2
4HH
DX ED311 |
Please
note: Companies
House does
not accept
accounts
or any other
statutory
documents
by fax.
|
Back
to top
|
