I ASSENT Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
Subsidiary Legislation made under ss. 14 and 15.
LIMITED LIABILITY PARTNERSHIPS (APPLICATION
OF COMPANIES ACT 2014 AND INSOLVENCY ACT
2011) REGULATIONS 2016
(LN. 2016/060)
Commencement 24.3.2016
Amending
enactments
Relevant current
provisions
Commencement
date
_______________________
In exercise of the powers conferred upon him by sections 14 and 15 of the
Limited Liability Partnerships Act 2009, the Minister has made the
following Regulations –
Title and commencement.
1. These Regulations may be cited as the Limited Liability Partnerships
(Application of Companies Act 2014 and Insolvency Act 2011) Regulations
2016 and come into operation on the day of publication.
Interpretation.
2. In these Regulations–
“2011 Act” means the Insolvency Act 2011;
“2014 Act” means the Companies Act 2014;
“limited liability partnership agreement”, in relation to a limited liability
partnership, means any agreement express or implied between the
members of the limited liability partnership or between the limited
liability partnership and the members of the limited liability
partnership which determines the mutual rights and duties of the
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members, and their rights and duties in relation to the limited
liability partnership;
“shadow member”, in relation to limited liability partnerships, means a
person in accordance with whose directions or instructions the
members of the limited liability partnership are accustomed to act
(but so that a person is not deemed a shadow member by reason
only that the members of the limited partnership act on advice
given by him in a professional capacity).
Default provision for limited liability partnerships.
3. The mutual rights and duties of the members and the mutual rights and
duties of the limited liability partnership and the members shall be
determined, subject to the provisions of the general law and to the terms of
any limited liability partnership agreement, by the rules set out in Schedule
1.
Expulsion.
4. No majority of the members can expel any member unless a power to do
so has been conferred by express agreement between the members.
Application of the 2011 Act to limited liability partnerships.
5.(1) Subject to subregulation (2), the following provisions of the 2011 Act
shall apply to limited liability partnerships–
Parts 1, 2, 3, 4, 5, 6, 8, 9, 10, 11, 17, 18, 19 and 20 and Schedules 1
and 2.
(2) The provisions of the 2011 Act referred to in subregulation (1) shall
apply to limited liability partnerships, except where the context otherwise
requires, with the following modifications–
(a) references to a company shall include references to a limited
liability partnership;
(b) references to a director or to an officer of a company shall
include references to a member of a limited liability
partnership;
(c) references to a shadow director shall include references to a
shadow member;
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(d) references to the 2014 Act or to any of its provisions shall
include references to provisions of the 2014 Act as they apply
to limited liability partnerships by virtue of these Regulations;
(e) references to the articles of association of a company, or to the
memorandum and articles of association of a company, shall
include references to the limited liability partnership
agreement;
(f) the modifications set out in Schedule 2; and
(g) such further modifications as the context requires for the
purpose of giving effect to that legislation as applied by these
regulations.
(3) The forms in the Annex to the Notice of Specified Forms (and
published as Legal Notice 202 of 2014) specified pursuant to section 1 and
492 of the 2011 Act shall apply to limited liability partnerships with the
modifications set out in subregulation (2)(a) to (e) and such other
modifications as the context requires, as they are applied to limited liability
partnerships.
Application of the 2014 Act to limited liability partnerships.
6.(1) Subject to subregulation (2), the following provisions of the 2014 Act
shall apply to limited liability partnerships–
sections 2, 69, 72, 73, 74, 75, 76, 145, 146, 147, 148, 152, 153, 164,
165, 166, 167, 168, 168A, 169, 170, 171, 172, 173, 174, 175,
176, 177, 179, 180, 182, 185, 186, 187, 188, 211, 212, 213,
214, 239, 260, 261, 262, 263, 264, 265, 266, 267, 268,
295,296, 297, 298, 299, 300, 359, 360, 361, 362, 363, 364,
365, 366, 367, 368, 369, 370, 371, 372, 373, 374, 375, 376,
377, 378, 379, 380, 381, 382, 383, 384, 385, 386, 387, 388,
389, 390, 391, 392, 393, 394, 395, 396, 397, 398, 399, 400,
401, 402, 403, 404, 405, 406, 407, 408, 409, 410, 411, 412,
413, 414, 415, 416, 417, 418, 419, 420, 421, 422, 423, 424,
425, 426, 427, 428, 429, 430, 470, 472, 473, 474, 475, 476,
477, 478, 479, 480, 481, 482, 483, 484, 485, 487 and
Schedules 5, 8, 23 and 24.
(2) The provisions of the 2014 Act referred to in subregulation (1) above
shall apply to limited liability partnerships, except where the context
otherwise requires, with the following modifications–
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(a) references to a company shall include references to a limited
liability partnership;
(b) references to a director or to an officer of a company shall
include references to a member of a limited liability
partnership;
(c) references to the 2011 Act or to any of its provisions shall
include references to provisions of the 2011 Act as they apply
to limited liability partnerships by virtue of these Regulations;
(d) references to the articles of association of a company, or to the
memorandum and articles of association of a company, shall
include references to the limited liability partnership
agreement;
(e) the modifications set out in Schedule 3; and
(f) such further modifications as the context requires for the
purpose of giving effect to the 2014 Act as applied by these
Regulations.
(3) The Registrar (as defined in the 2014 Act), with the prior approval of
the Minister, must make publicly available, such forms as the Registrar
requires for the purposes of ensuring the proper operation of the Limited
Liability Partnerships Act 2009, any enactment made under that Act and the
2014 Act, as it applies to limited liability partnerships, and the Registrar
may specify the manner that a form is to be delivered to him.
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COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
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2009-06 Subsidiary 2016/060
SCHEDULE 1
Regulation 3
1. All the members of a limited liability partnership are entitled to share
equally in the capital and profits of the limited liability partnership.
2. The limited liability partnership must indemnify each member in respect
of payments made and personal liabilities incurred by him–
(a) in the ordinary and proper conduct of the business of the
limited liability partnership; or
(b) in or about anything necessarily done for the preservation of
the business or property of the limited liability partnership.
3. Every member may take part in the management of the limited liability
partnership.
4. No member shall be entitled to remuneration for acting in the business or
management of the limited liability partnership.
5. No person may be introduced as a member or voluntarily assign an
interest in a limited liability partnership without the consent of all existing
members.
6. Any difference arising as to ordinary matters connected with the business
of the limited liability partnership may be decided by a majority of the
members, but no change may be made in the nature of the business of the
limited liability partnership without the consent of all the members.
7. The books and records of the limited liability partnership are to be made
available for inspection at the registered office of the limited liability
partnership or at such other place as the members think fit and every
member of the limited liability partnership may when he thinks fit have
access to and inspect and copy any of them.
8. Each member shall render true accounts and full information of all things
affecting the limited liability partnership to any member or his legal
representatives.
9. If a member, without the consent of the limited liability partnership,
carries on any business of the same nature as and competing with the
limited liability partnership, he must account for and pay over to the limited
liability partnership all profits made by him in that business.
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10. Every member must account to the limited liability partnership for any
benefit derived by him without the consent of the limited liability
partnership from any transaction concerning the limited liability partnership,
or from any use by him of the property of the limited liability partnership,
name or business connection.
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SCHEDULE 2
Regulation 5
MODIFICATIONS TO INSOLVENCY ACT 2011
1. In section 2
(a) in subsection (1)–
(i) omit definitions of “director”; “directors” and “special
resolution”;
(ii) in definition of “group”, for “any other company”
substitute “any other entity;”;
(iii) in definition of “the Rules”, add to existing definition the
words “with such modifications as the context requires
where relevant to provisions of this Act, as they are
applied to limited liability partnerships;”;
(iv) in definition of “Insolvency Practitioners Regulations”
add to existing definition the words “with such
modifications as the context requires where relevant to
provisions of this Act, as they are applied to limited
liability partnerships;”.
(b) in subsection (3) add after existing text: “For the avoidance of
doubt, references to individual insolvency shall have no
application to limited liability partnerships.”.
2. Omit section 3(2).
3. Omit section 5(1) and (2).
4. In section 7–
(a) in subsection (1) omit “or in the bankruptcy of an individual”;
(b) in subsections (1)(a) and (b) omit “or individual”;
(c) in subsection (3) omit “or in the bankruptcy of an individual”.
5. Omit section 8(1)(a).
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6. Omit section 9(1)(b).
7. Omit section 10(2).
8. In section 12(1)(a) for “the directors of a company” substitute “the
limited liability partnership”.
9. In section 15(1) for “the directors” substitute “the limited liability
partnership” and add after those words “but where a proposal is made under
(a) or (b) above it must also be made to the limited liability partnership”.
10. In section 16–
(a) in subsection (1) for “directors of a company” substitute
“limited liability partnership”;
(b) in subsection (1)(a) for “they believe” substitute “the members
believe”;
(c) in subsection (1)(b) for “they have passed” substitute “the
members have passed”;
(d) in subsection (2) for “a director” substitute “a member”.
11. In section 17–
(a) in subsection (1) for “the directors shall provide” substitute
“the designated members shall provide”;
(b) in subsection (2) for “the directors” substitute “the limited
liability partnership”;
(c) in subsection (3) for “the directors” substitute “the limited
liability partnership”.
12. In section 21–
(a) in subsection (1)(c)–
(i) for “appointed by the directors” substitute “appointed by
the limited liability partnership”, and
(ii) for “the directors” substitute “the limited liability
partnership”;
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(b) in subsection (1)(d) for “appointed by the directors of a
company” substitute “appointed by the limited liability
partnership”;
(c) in subsection (2) for “appointed by the directors” substitute
“appointed by the limited liability partnership”.
13. In section 22–
(a) in subsection (1) for “directors of a company” substitute
“limited liability partnership”;
(b) in subsection (2) for “directors of a company” substitute
“limited liability partnership”.
14. In section 24(1) omit “or other officer”.
15. In section 25(1) omit “and director”.
16. In section 25–
(a) in subsection (2) for “director or other officer” substitute
“member”;
(b) omit subsection (3).
17. In section 26(2)(b) for “the directors” substitute “the limited liability
partnership”.
18. In section 27(4) for “directors of a company” substitute “limited
liability partnership”.
19. In section 37(1) for “the directors” substitute “the limited liability
partnership”.
20. In section 39–
(a) in subsection (2)(a) for “by the directors of the company”
substitute “by the limited liability partnership”;
(b) in subsection (2)(b) for “by the directors of the company”
substitute “by the limited liability partnership”.
21. In section 40(2) for “by a creditor, director or member of the company”
substitute “by a creditor or member of the limited liability partnership”.
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22. In section 41(4) for “directors” substitute “limited liability partnership”.
23. In section 43(1) for “An officer” substitute “A member”.
24. In section 56(1) omit subsection (b).
25. For section 66(1)(g) substitute–
“(g) no alteration may be made in the status of the members of the
limited liability partnership, whether by way of an amendment
of the limited liability partnership agreement or otherwise,
except with the leave of the Court;”.
26. In section 71 omit subsection 2(a) and (b).
27. In section 73–
(a) in subsection (1) for “the directors and other officers of the
company remain in office and their powers, functions and
duties continue” substitute “the powers, functions and duties of
the members continue”;
(b) in subsection (3) omit “or other officers”.
28. For section 99(1)(b)(ii) substitute–
“(ii) a member of the limited liability partnership or of a related
company or limited liability partnership,”.
29. Omit section 106(3)(b).
30. In section 119(2)(a) omit “its directors”.
31. In section 134 omit–
(a) “or an individual in bankruptcy”; and
(b) “and in the case of an individual, his bankruptcy”.
32. In section 136 omit subsections (1)(b) and (1)(e)(iii).
33. In section 138–
(a) in subsection (1) omit “or the bankruptcy of an individual”;
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(b) in subsections (3) and (4) omit “or the bankruptcy trustee”;
(c) in subsection (4)(b) omit “or the trustee”.
34. In section 139(1) omit “or the bankruptcy of an individual”.
35. In section 143(3) omit “or for a bankruptcy order, as the case may be”.
36. In section 146–
(a) in subsection .(1) for “special resolution” substitute
“resolution”;
(b) in subsection (2) for “special resolution has been passed by
reason of the Official Receiver exercising votes attached to
shares in the company of-” substitute “resolution has been
passed by reason of the Official Receiver exercising votes
which he is entitled to exercise of -”;
(c) for subsection (2)(a) substitute-
“(a) another company, or a limited liability partnership or an
unregistered company of which the Official Receiver is
liquidator;”;
(d) after subsection (2)(a) insert–
“and the reference in paragraph (a) to “unregistered company” shall
be read as a reference to “unregistered company”
notwithstanding any other provision of this Act.
(e) omit subsection (2)(b)
37. In section 149–
(a) for subsection (1) substitute–
“(1) The Court may appoint the Official Receiver or an
eligible insolvency practitioner as the liquidator of a
limited liability partnership if–
(a) the limited liability partnership has determined
that the limited liability partnership be wound
up by the court;
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(b) the limited liability partnership does not
commence its business within a year from its
incorporation or suspends its business for a
whole year;
(c) the number of members is reduced below two;
(d) the limited liability partnership is insolvent;
(e) the Court is of the opinion that it is just and
equitable that the limited liability partnership
shall be wound up; or
(f) the Court is of the opinion that it is in the
public interest for a liquidator to be
appointed.” ;
(b) in subsection (2) for “subsection (1)(d)” substitute “subsection
(1)(f)”.
38. Omit section 150(1)(d) and (e).
39. Omit section 152(2) and (3).
40. In section 161(2) omit “or a director”.
41. In section 165-
(a) for subsection (1)(b) substitute–
“(b) the members cease to have any powers, functions or
duties other than those required or permitted under this
Part or authorised by the liquidator;”;
(b) for subsection (1)(c)(iii) substitute–
“(iii) no alteration may be made in the status of the members
of the limited liability partnership, whether by way of an
amendment of the limited liability partnership agreement
or otherwise;”;
(c) omit subsection (1)(d).
42. In section 168(4)(a)(i) omit “special”.
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43. In section 171. for “a director, member or creditor” substitute “a
member or creditor”.
44. In section 187–
(a) for subsection (1)–
“(1) Unless the limited liability partnership agreement
provides that the liability of a member is unlimited, the
liability of a members under section 186 is limited to any
liability expressly provided for in the limited liability
partnership agreement.”;
(b) in subsection (2)(b) omit “including a contract for the issue of
shares”.
45. Omit section 189.
46. Omit section 190.
47. Omit section 195(4).
48. In section 196(3) for “any company, limited or unlimited,” substitute
“any limited liability partnership,”.
49. In section 199(1) omit “whether by way of dividend, profits,
redemption proceeds or otherwise,”.
50. Omit section 218(1) (a).
51. Omit section 240(2)(a).
52. In section 242(1) for “or a connected company” substitute “or a
connected entity”.
53. In section 242–
(a) in subsection (2) for “or a connected company” substitute “or a
connected entity”;
(b) in subsection (3)(b) for “or a connected company” substitute
“or a connected entity”.
54. After section 254 insert–
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“Adjustment of withdrawals.
254A.(1) This section has effect in relation to a person who is
or has been a member of a limited liability partnership where,
in the course of winding up of that limited liability partnership,
it appears that subsection (2) of this section applies in relation
to that person.
(2) This subsection applies in relation to a person it–
(a) within a period of two years ending with the appointment
of a liquidator, he was a member of the limited liability
partnership who withdrew property of the limited
liability partnership, whether in the form of a share of
profits, salary, repayment of or payment of interest on a
loan to the limited liability partnership or any other
withdrawal of property, and
(b) it is proved by the liquidator to the satisfaction of the
court that at the time of the withdrawal he knew or had
reasonable ground for believing that the limited liability
partnership-
(i) was at the time of the withdrawal insolvent
within the meaning of this Act, or
(ii) would become insolvent after the assets of the
limited liability partnership had been depleted
by that withdrawal take together with all other
withdrawals (if any) made by any members
contemporaneously with that withdrawal or in
contemplation when that withdrawal was
made.
(3) Where this section has effect in relation to any person the
court, on the application of the liquidator, may declare that that
person is to be liable to make such contribution (if any) to the
limited liability partnership’s assets as the court thinks proper.
(4) The court shall not make a declaration in relation to any person
the amount of which exceeds the aggregate of the amounts or
values of all the withdrawals referred to in subsection (2) made
by that person within the period of two years referred to in that
subsection.
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(5) The court shall not make a declaration under this section with
respect to any person unless that person knew or ought to have
concluded that after each withdrawal referred to in subsection
(2) there was no reasonable prospect that the limited liability
partnership would avoid going into insolvent liquidation.
(6) For the purposes of subsection (5) the facts which a member
ought to know or ascertain and the conclusions which he ought
to reach are those which would be known, ascertained, or
reached by a reasonably diligent person having both–
(a) the general knowledge, skill and experience
that may reasonably be expected of a person
carrying out the same functions as are carried
out by that member in relation to the limited
liability partnership, and
(b) the general knowledge, skill and experience
that that member has.
(7) For the purposes of this section a limited liability partnership
goes into insolvent liquidation if it goes into liquidation at a
time when its assets are insufficient for the payment of its debts
and other liabilities and the expenses of the winding up.
(8) In this section “member” includes a shadow member.
(9) This section is without prejudice to section 260.”.
55. For section 270(f) substitute–
“(f) in the case of a voluntary liquidator, any failure to comply with
the requirements of the Companies Act.”.
56. In section 453, in the definition “office holder” omit paragraphs (b) and
(c).
57. In section 454–
(a) in subsection (1) omit reference to “or of a bankrupt”;
(b) omit subsection (1)(d);
(c) in subsection (3)(a)(ii) omit “; and”;
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(d) omit subsection (3)(b).
58. For section 455(1)(a) substitute-
“(a) in the case of an administrator or a liquidator appointed by the
Court, with the Court; or”.
59. In section 457–
(a) in subsection (1) omit “or bankrupt”;
(b) in subsection (1)(b) omit “or bankruptcy”.
60. For section 460(3)(a) substitute–
“(a) in the case of an administrator or a liquidator appointed by the
Court, with the Court; or”.
61. In section 464–
(a) in subsection (1)(b) for “liquidator or bankruptcy trustee”
substitute “or liquidator”;
(b) in subsection (2) for “liquidator or bankruptcy trustee”
substitute “or liquidator”;
(c) omit subsection (3)(b).
62. In section 465–
(a) in subsection (1) for “liquidator or bankruptcy trustee”
substitute “or liquidator”;
(b) in subsection (5) for “liquidator or bankruptcy trustee”
substitute “or liquidator”.
63. In section 466(1)(a), (b), (c) and (f) for “liquidator or bankruptcy
trustee” substitute “or liquidator” on each occasion those words appear.
64. For section 473(a) substitute–
“(a) a reference to the liquidator, provisional liquidator, receiver or
supervisor includes the Official Receiver when acting in that
capacity; and”.
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65. Omit section 476(1)(e) and (f).
66. Omit section 485(1)(d)(ii).
67. Omit section 485(3).
68. For section 490(1) substitute–
“(1) Where this Act provides for the appointment of a supervisor,
administrator, receiver, liquidator, or provisional liquidator, 2
or more persons may be jointly appointed to the relevant
office.”.
69. In section 494(1) omit “a bankrupt or an individual debtor”.
70. For section 496 substitute–
“496. Unless the context otherwise requires, the Insolvent
Partnership Regulations 2014 shall not apply to limited liability
partnerships.”.
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SCHEDULE 3
Regulation 6
MODIFICATIONS TO COMPANIES ACT 2014
1. For section 2(1) substitute-
“2.(1) In this Part, unless the context otherwise requires,-
“annual return” means the return required to be made
under section 188;
“the Commission” means the Financial Services
Commission established under the Financial Services
Commission Act;
“the Court”, used in relation to an limited liability
partnership, means the Supreme Court;
“debenture” includes debenture stock, bonds and any
other securities of an limited liability partnership
whether constituting a charge on the assets of the limited
liability partnership or not;
“document” includes summons, notice, order and other
legal process and registers;
“Insolvency Act” means the Insolvency Act 2011;
“liquidator” includes a liquidator appointed under the
Insolvency Act and a voluntary liquidator;
“the Minister” means the Minister responsible for
finance;
“proper books of account” means such books or accounts
as are necessary to exhibit and explain the transactions
and financial position of the trade or business of the
limited liability partnership and includes books
containing entries from day to day of all cash received
and cash paid and any contracts, invoices or other
underlying documentation significant to the trade or
business of the limited liability partnership. If the
limited liability partnership’s business involves dealing
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in goods, this also includes statements of annual
stocktaking and, except in the case of goods sold by way
of ordinary retail trade, statements of all goods sold and
purchased showing sufficient detail to enable those
goods, buyers and sellers to be identified;
“Registrar” means the Registrar of Companies;
“subsidiary”, except in the expression “subsidiary
undertaking”, shall be construed in accordance with
subsections (4) and (5);
“voluntary liquidation” means the liquidation of a
limited liability partnership under Part X;
“voluntary liquidator” means a liquidator appointed
under Part X.”.
2. In section 69(1) for “the company may after that date” substitute “the
members may after that date”.
3. After section 72(1) insert-
“(1A) This is without prejudice to section 8 of the Limited Liability
Partnerships Act 2009 (members as agents).”.
4. For section 73(2) to (7) substitute-
“(2) A document is validly executed by a limited liability
partnership if it is signed on behalf of the limited liability
partnership –
(a) by two members duly authorised to execute it, or
(b) by an authorised member of the limited liability
partnership in the presence of a witness who attests the
signature.
(3) A document signed in accordance with subsection (2) and
expressed, in whatever words, to be executed by the limited
liability partnership has the same effect as if executed under
the common seal of the limited liability partnership.
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(4) In favour of a purchaser a document is deemed to have been
duly executed by a limited liability partnership if it purports to
be signed in accordance with subsection (2).
A “purchaser” means a purchaser in good faith for valuable
consideration and includes a lessee, mortgagee or other person
who for valuable consideration acquires an interest in property.
(5) Where a document is to be signed by a person on behalf of
more than one limited liability partnership, or on behalf of an
limited liability partnership and a company, it is not duly
signed by that person for the purposes of this section unless he
signs it separately in each capacity.
(6) References in this section to a document being (or purporting
to be) signed by a member are to be read, in a case where that
member is a firm, as references to its being (or purporting to
be) signed by an individual authorised by the firm to sign on its
behalf.
(7) This section applies to a document that is (or purports to be)
executed by an limited liability partnership in the name of or
on behalf of another person whether or not that person is also
an limited liability partnership.”.
5. Omit section 145(2).
6. Omit section 146(4).
7. For section 147(2)(e) substitute–
“(e) provide for the purchase of the interest of any members of the
limited liability partnership by other members.”.
8. For section 152 substitute–
“152.(1) Subject to subsection (2) notwithstanding anything in
limited liability partnership agreement, it shall not be lawful
for the limited liability partnership to register a transfer of
debentures of the limited liability partnership unless a proper
instrument of transfer has been delivered to the limited liability
partnership.
(2) Nothing in subsection (1) shall prejudice any power of the
limited liability partnership to register as debenture holder any
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person to whom the right to any debentures of the limited
liability partnership has been transmitted by operation of law.
(3) If a limited liability partnership refuses to register a transfer of
debentures, the limited liability partnership shall, within 2
months after the date on which the transfer was lodged with the
limited liability partnership, send to the transferee notice of the
refusal.
(4) If default is made in complying with subsection (3), the limited
liability partnership and every member or other officer of the
limited liability partnership who is knowingly a party to the
default shall be guilty of an offence and liable on summary
conviction to a fine of one half of the amount at level 1 on the
standard scale for every day during which default continues.”.
9. In section 164–
(a) for subsections (1) and (2) substitute–
“(1) Every register of holders of debentures of a limited
liability partnership shall, except when duly closed, be
open to the inspection of the registered holder of any
such debentures and any member of the limited liability
partnership, but subject to such reasonable restrictions as
may be imposed by the limited liability partnership
agreement.
(2) For the purposes of subsection (1), a register shall be
deemed to be duly closed if closed in accordance with
provisions contained in the limited liability partnership
agreement or in the debentures, but the register shall not
be closed for more than 30 days in any year.”
(b) in subsection (3) omit “and every holder of shares”.
10. Omit section 168(8) to (11).
11. In section 179(2) for “the company and every officer of the company
who is in default” substitute “the limited liability partnership and every
member of the limited liability partnership who is in default”.
12. In section 180-
(a) omit subsection (1)(d) and (e) and the tailpiece;
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(b) in subsection 180(3) for “officer of a company” substitute
“member of a limited liability partnership”.
13. For section 182 substitute–
“182.(1) Every limited liability partnership shall keep in one or
more books a register of its members.
(2) The register must contain the required particulars (see section
182(3) and 182(4)) of each person who is a member of the
limited liability partnership.
(3) A limited liability partnership’s register of members must
contain the following particulars in the case of an individual–
(a) name and any name by which the individual was
formerly known for business purposes;
(b) the country or state in which he is usually resident;
(c) date of birth;
(d) whether he is a designated member.
(4) A limited liability partnership’s register of members must
contain the following particulars in the case of a body
corporate, or a firm that is a legal person under the law by
which it is governed –
(a) corporate or firm name;
(b) registered or principal office;
(c) in the case of an EEA company to which the First
Company Law Directive (68/151/EEC) applies,
particulars of–
(i) the register in which the company file
mentioned in Article 3 of that Directive is kept
(including details of the relevant state), and
(ii) the registration number in that register;
(d) in any other case, particulars of–
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(i) the legal form of the company or firm and the
law by which it is governed, and
(ii) if applicable, the register in which it is entered
(including details of the state) and its
registration number in that register;
(e) whether it is a designated member.
(5) If default is made in complying with this section, the limited
liability partnership and every member of the limited liability
partnership who is in default shall be guilty of an offence and
liable on summary conviction to a default fine.”.
14. For section 188 substitute–
“188.(1) Every limited liability partnership shall deliver to the
Registrar successive annual returns each of which is made up
to a date not later than the date which is from time to time the
limited liability partnership’s “return date”, that is–
(a) the anniversary of the limited liability partnership’s
incorporation, or
(b) if the limited liability partnership’s last return delivered
in accordance with this section was made up to a
different date, the anniversary of that date.
(2) Each return shall–
(a) be in the form prescribed in Schedule 5;
(b) contain the information required by this Act;
(c) be signed by a designated member of the limited liability
partnership; and
(d) be delivered to the registrar within 30 days after the date
to which it is made up.
(3) Every annual return must state the date to which it is made up
and contain the following information–
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(a) the address of the limited liability partnership’s
registered office;
(b) the particulars of the members of the limited liability
partnership required to be entered in the register of
members by sections 182(3) and 182(4) of this Act.
(4) If default is made in complying with this section, the limited
liability partnership and every member of the limited liability
partnership who is in default shall be guilty of an offence and
liable on summary conviction to a default fine.
(5) The references in this section to a return being delivered “in
accordance with this Act” are to a return with respect to which
all of the requirements of subsection (2) are complied with.”.
15. In section 213(2) for “as the company may direct in general meeting”
substitute “as the limited liability partnership may resolve”.
16. For section 239(1) substitute–
“(1) Members must maintain proper books of account with respect
to–
(a) all sums of money received and expended by the limited
liability partnership and the matters in respect of which
the receipt and expenditure takes place;
(b) all sales and purchases of goods by the limited liability
partnership; and
(c) the assets and liabilities of the limited liability
partnership,
for a period of 5 years.”.
17. In section 264–
(a) in subsection (2) omit “private”;
(b) in subsection (2)(a), (b) and (c) for “by the company”
substitute “by the members of the limited liability partnership”
on each occasion those words appear;
(c) omit subsection (3);
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(d) in subsection (5) for “an ordinary resolution” substitute “a
resolution”.
18. In section 268(4)(a) omit “, where that undertaking is not a company,”.
19. For sections 295 to 300 substitute–
“Application of sections 296 to 300.
295. The provisions of sections 296 to 300 apply where a
compromise or arrangement is proposed between an limited
liability partnership and–
(a) its creditors, or any class of them, or
(b) its members, or any class of them.
Court order for holding of a meeting.
296.(1) The court may, on an application under this section, order a
meeting of the creditors or class of creditors, or of the members
of the limited liability partnership or class of members (as the
case may be), to be summoned in such manner as the court
directs.
(2) An application under this section may be made by–
(a) the limited liability partnership,
(b) any creditor or member of the limited liability
partnership,
(c) if the limited liability partnership is being wound up, the
liquidator, or
(d) if the limited liability partnership is in administration, the
administrator.
Statement to be circulated or made available.
297.(1) Where a meeting is summoned under section 296–
(a) every notice summoning the meeting that is sent to a
creditor or member must be accompanied by a statement
complying with this section, and
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(b) every notice summoning the meeting that is given by
advertisement must either–
(i) include such a statement, or
(ii) state where and how creditors or members
entitled to attend the meeting may obtain
copies of such a statement.
(2) The statement must–
(a) explain the effect the compromise or arrangement; and
(b) in particular, state–
(i) any material interests of the members of the
limited liability partnership, whether as
members or as creditors of the limited liability
partnership or otherwise, and
(ii) the effect on those interests of the compromise
or arrangement, in so far as it is different from
the effect on the like interests of other persons.
(3) Where the compromise or arrangement affects the rights of
debenture holders of the limited liability partnership, the
statement must give the like explanation as respects the trustees
of any deed for securing the issue of the debentures as it is
required to give as respects the limited liability partnership’s
members.
(4) Where a notice given by advertisement states that copies of an
explanatory statement can be obtained by creditors or members
entitled to attend the meeting, every such creditor or members
is entitled, on making application in the manner indicated by
the notice, to be provided by the limited liability partnership
with a copy of the statement free of charge.
(5) Subject to subsection (7) below, if an limited liability
partnership makes default in complying with any requirement
of this section, an offence is committed by–
(a) the limited liability partnership, and
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(b) every member of the limited liability partnership who is
in default.
(6) For this purpose the following are treated as members of the
limited liability partnership–
(a) a liquidator or administrator of the limited liability
partnership, and
(b) a trustee of a deed for securing the issue of debentures of
the limited liability partnership.
(7) A person is not guilty of an offence under this section if he
shows that the default was due to the refusal of a member or
trustee for debenture holders to supply the necessary
particulars of his interests.
(8) A person guilty of an offence under this section is liable–
(a) on conviction on an indictment, to a fine;
(b) on summary conviction, to a fine not exceeding the
statutory maximum.
Duty of members and trustees to provide information.
298.(1) It is the duty of–
(a) any member of the limited liability partnership; and
(b) any trustee for its debenture holders,
to give notice to the limited liability partnership of such matters
relating to himself as may be necessary for the purposes of
section 297.
(2) Any person who makes default in complying with this section
commits an offence.
(3) A person guilty of an offence under this section shall be liable
on summary conviction to a fine not exceeding level 3 on the
standard scale.
Court sanction for compromise or arrangement.
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299.(1) If a majority in number representing 75% in value of the
creditors or class of creditors or members or class of members
(as the case may be), present and voting either in person or by
proxy at the meeting summoned under section 296, agree a
compromise or arrangement, the court may, on an application
under this section, sanction the compromise or arrangement.
(2) An application under this section may be made by–
(a) the limited liability partnership,
(b) any creditor or member of the limited liability
partnership,
(c) if the limited liability partnership is being wound up, the
liquidator, or
(d) if the liquidator is in administration, the administrator.
(3) A compromise or agreement sanctioned by the court is binding
on–
(a) all creditors or the class of creditors or on the members
or class of members (as the case may be), and
(b) the limited liability partnership or, in the case of an
limited liability partnership in the course of being wound
up, the liquidator and contributories of the limited
liability partnership.
(4) The court’s order has no effect until a copy of it has been
delivered to the registrar.
(5) A limited liability partnership in relation to which an order is
made under this section must cause a copy of the order to be
delivered to the Registrar within 7 days after its making.
Power of court to facilitate reconstruction or amalgamation.
300.(1) This section applies where application is made to the court
under section 299 to sanction a compromise or arrangement
and it is shown that–
(a) The compromise or arrangement is proposed for the
purposes of, or in connection with, a scheme for the
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reconstruction of any limited liability partnership or
limited liability partnerships, or the amalgamation of any
two or more relevant bodies corporate (where one or
more of them is an limited liability partnership); and
(b) under the scheme the whole or any part of the
undertaking or the property of any limited liability
partnership concerned in the scheme (“a transferor
limited liability partnership”) is to be transferred to
another relevant body corporate (“the transferee body
corporate”).
(2) The court may, either by the order sanctioning the compromise
or arrangement or by a subsequent order, make provision for
all or any of the following matters–
(a) the transfer to the transferee body corporate of the whole
or any part of the undertaking and of the property or
liabilities of any transferor limited liability partnership;
(b) the allotting or appropriation by the transferee body
corporate of any shares, debentures, policies or other like
interests in that body corporate which under the
compromise or arrangement are to be allotted or
appropriated by that body corporate to or for any person;
(c) the continuation by or against the transferee body
corporate of any legal proceedings pending by or against
any transferor limited liability partnership;
(d) the dissolution, without winding up, of any transferor
limited liability partnership;
(e) the provision to be made for any persons who, within
such time and in such manner as the court directs, dissent
from the compromise or arrangement;
(f) such incidental, consequential and supplemental matters
as are necessary to secure that the reconstruction or
amalgamation is fully and effectively carried out.
(3) If an order under this section provides for the transfer of
property liabilities–
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(a) the property is by virtue of the order transferred to, and
vests in, the transferee body corporate; and
(b) the liabilities are, by virtue of the order, transferred to
and become liabilities of that body corporate.
(4) The property, if the order so directs, vests freed from any
charge that is by virtue of the compromise or arrangement to
cease to have effect.
(5) Every limited liability partnership in relation to which an order
is made under this section must cause a copy of the order to be
delivered to the Registrar within 7 days after its making.
(6) If default is made in complying with subsection (5) an offence
is committed by–
(a) the limited liability partnership; and
(b) every member of the limited liability partnership who is
in default.
(7) A person guilty of an offence under subsection (6) shall be
liable on summary conviction to a fine not exceeding level 3 on
the standard scale and, for continued contravention, a daily
default fine not exceeding on-tenth of level 3 on the standard
scale.”.
20. In section 360(2) for “a director of the company” substitute “a member
of the limited liability partnership”.
21. For section 362(1) substitute–
“(1) Where it is proposed to appoint a voluntary liquidator under
this Part, the members of a limited liability partnership, or in
the case of a limited liability partnership having more than two
members, the majority of them, shall make a statutory
declaration of solvency in accordance with subsection (2)”.
22. For section 364(1) substitute–
“(1) Subject to section 365, a limited liability partnership may
appoint a person eligible to act under Section 360 as the
voluntary liquidator of the limited liability partnership in the
manner provided for in the limited liability partnership
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agreement or, in the absence of such provision, by resolution
passed by a majority of members at a meeting of members at
which more than half of all members are present.”
23. For section 370(2)(b) substitute–
“(b) the members shall cease to have any powers, functions or
duties other than those required or permitted under this Part or
authorised by the voluntary liquidator.”.
24. For section 371 substitute–
“371. Any alteration in the status of the members of the limited
liability partnership, made after the commencement of a
voluntary liquidation, shall be void.”.
25. In section 374(4) for “special resolution” substitute “resolution”.
26. In section 377(2)(a) for “special resolution” substitute “resolution”.
27. For section 380 substitute–
“380.(1) If a vacancy occurs by death, resignation or otherwise
in the office of voluntary liquidator, then, subject to any
arrangement with the limited liability partnership’s creditors,
the members may fill the vacancy in the manner provided for
in the limited liability partnership agreement or, in the absence
of such provision, by resolution passed by a majority of
members at a meeting of members at which more than half of
all members are present.
(2) If for any cause there is no voluntary liquidator acting, the
Court may appoint a voluntary liquidator.”.
28. For section 381 substitute–
“381.(1) The voluntary liquidator of a limited liability
partnership may be removed only–
(a) by an order of the Court, for cause shown; or
(b) in the manner provided for in the limited liability
partnership agreement or, in the absence of such
provision, by resolution passed by a majority of
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members at a meeting of members at which more than
half of all members are present.
(2) If a voluntary liquidator removed under subsection (1) is the
sole voluntary liquidator, the Court or the meeting of members
shall appoint a replacement voluntary liquidator at the same
time as the sole voluntary liquidator is removed.”.
29. For section 382(5) substitute–
“(5) Where the voluntary liquidator of a limited liability partnership
intends to resign on one of the grounds referred to in
subsection (3) or under subsection (4), he shall call a meeting
of the members of the limited liability partnership for the
purposes of receiving his resignation.”.
30. In section 384–
(a) for subsection (1) substitute–
“384.(1) Where a limited liability partnership is proposed to be, or
is in course of being, voluntarily liquidated, and the
whole or part of its business or property is proposed to
be transferred or sold to another limited liability
partnership or company, whether a company within the
meaning of this Act or not (in this section referred to as
“the transferee company”) the voluntary liquidator of the
limited liability partnership (in this section referred to as
“the transferor limited liability partnership”) with the
sanction of a resolution of the limited liability
partnership, conferring either a general authority on the
voluntary liquidator or an authority in respect of any
particular arrangement,
(a) may receive in compensation or part
compensation for the transfer or sale, shares,
policies or other like interests in the transferee
company, for distribution among the members
of the transferor limited liability partnership;
or
(b) may enter into any other arrangement whereby
the members of the transferor limited liability
partnership may, in lieu of receiving cash,
shares, policies, or other like interests, or in
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addition to that, participate in the profits of or
receive any other benefit from the transferee
company.”;
(b) in subsection (3)–
(i) for “transferor company” substitute “transferor limited
liability partnership”, and
(ii) for “special resolution” substitute “resolution”;
(c) in subsections (4) and (5) for “special resolution” substitute
“resolution”.
31. In section 387(1) omit “, whether by way of dividend, profits,
redemption proceeds or otherwise,”.
32. For section 396(2) substitute–
“(2) An application under this section may be made by the
voluntary liquidator, a member or a creditor of the limited
liability partnership.”.
33. In section 397(1) for “a general meeting of the company” substitute “a
meeting of the members of the limited liability partnership”.
34. In section 398–
(a) in subsection (1) for “a person who, being a past or present
director, manager or other officer of a company” substitute “a
person who, being a past or present member of an limited
liability partnership”;
(b) for subsection (4) substitute–
“(4) For the purposes of this section, “member” includes
any person in accordance with whose directions or instructions
the members of an limited liability partnership have been
accustomed to act.”.
35. In section 399 “A director, manager or other officer, or member of any
company” substitute “A member of any limited liability partnership”.
36. In section 400 for “a director, manager or other officer of a company”
substitute “a member of an limited liability partnership”.
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37. In section 401(1) for “every director, manager or other officer of the
company” substitute “every member of the limited liability partnership”.
38. In section 402. for “any past or present director, manager or liquidator,
or any officer of the company” substitute “any past or present member of
the limited liability partnership” and for “director, manager, liquidator or
officer” substitute “or any member of the limited liability partnership.”.
39. In section 403(1) and (3)(a) for “any past or present director, manager
or other officer or any member of the company” substitute “any past or
present member of the limited liability partnership”.
40. In section 405(1)(c) for “extraordinary resolution” substitute
“resolution”.
41. In section 411(1) omit “, other than a public limited company,”.
42. In section 412(5)(a) for “every director, managing officer and member
of the company” substitute “every member of the limited liability
partnership”.
43. In section 413–
(a) for subsection (2)(a) substitute–
“(a) must be made on the limited liability partnership’s behalf
in writing by one or more of its members acting pursuant
to a resolution of its members;”.
(b) for subsection (5)(a) substitute–
“(a) the liability (if any) of every member of the limited
liability partnership shall continue and may be enforced
as if the limited liability partnership had not been
dissolved; and”.
44. In section 430–
(a) for subsection (1)(c) substitute–
“(c) any return relating to a limited liability partnership’s
register of members, or notification of a change among
its members;”;
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(b) omit subsection (1)(j) and (k).
45. In section 476(a) for “a limited company” substitute “a limited liability
partnership”.
46. For section 477(2) substitute–
“(2) The persons to whom this section applies are persons acting in
a particular capacity in relation to an limited liability
partnership, namely–
(a) the members of an limited liability partnership; and
(b) persons employed by an limited liability partnership as
auditors, whether they are or are not officers of the
limited liability partnership.”.
47. For Schedule 5 substitute–
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Form of Annual Return of a Limited Liability Partnership In
accordance with Section 188 of the Companies Act 2014 as applied by
the Limited Liability Partnerships (Application of Companies Act 2014
and Insolvency Act 2011) Regulations 2016
LLP Number
LLP Name
Annual Return made up to the day of
The address of the Registered Office of the LLP is situated at:-
Total
amount of
Indebtedness of the LLP in respect of all Mortgages and Charges of the kind
which are required to be registered with the Registrar of Companies, in
accordance with the Companies Act as applied by the Limited Liability
Partnerships (Application of Companies Act 2014 and Insolvency Act 2011)
Regulations 2016:-
State Amount ________________________
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Presented by
Name
Address
Tel
e-mail
Particulars of the Members of
LLP Name
at the date of the Annual Return
Members of the LLP
The following should include details of the LLP members at the date
to which this annual return is made up.
For a member who is an individual, go to Section A.
For a corporate member, go to Section B.
Signature
_________________________
Write Name in Full
Designated Member
SECTION A
Individual Member Details
Print as many pages as
needed
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Please use this section to list all
the individual members of the
LLP.
Title Date of Birth dd mm yyyy
Present Forename (s)
Any Former Forename (s)
Present Surname
Any Former Surname (s)
Address
Building
name/numbe
r
Street
Town
Region or
State
Postcode
Country
____________________________________
_____________
____________________________________
_____________
____________________________________
_____________
____________________________________
_____________
____________________________________
_____________
____________________________________
_____________
Nationality
Nationality of Origin
Designated
member?
(Please tick)
Yes No
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
Print as many pages as needed
SECTION B
Corporate Member Details
Please use this section to list all the corporate members of the LLP.
Name of
corporate
name or firm
Registered or
Principal
Office
Building
name/number
Street
Town
Region or State
Postcode
Country
____________________________________
_____________
____________________________________
_____________
____________________________________
_____________
____________________________________
_____________
____________________________________
_____________
____________________________________
_____________
Where the
company/firm
is registered
(to be
completed by
EEA
companies
only)
Registration
number (to be
completed by
EEA
companies
only)
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
Legal form of
the body
corporate or
firm (to be
completed by
non-EEA
companies
only)
Governing
Law (to be
completed by
non-EEA
companies
only)
If applicable,
where the
company/firm
is registered
(to be
completed by
non-EEA
companies
only)
If applicable,
the
registration
number (to be
completed by
non-EEA
companies
only)
Designated
member?
(Please tick)
Yes No
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
This page is not shown on the public record
Statistics made up to ___________________
To be delivered to the Registrar together with every Annual Return
LLP Number
LLP Name
Main Activity of the LLP
Main Activity of the LLP Enter
Reference Code as per attached
schedule:
Size of LLP
Please tick the appropriate box
(only one box must be ticked)
Size of LLP
as per
Schedule 9 of
the
Companies
Act 2014
as applied by
the Limited
Liability
Partnerships
(Application
of
Companies
Act 2014 and
Insolvency
Act 2011)
Regulations
2016
large
LLP
medium-
sized
LLP
small
LLP
micro-
entity
A micro-entity is
defined under EU
Directive 2012/6/EU as
meeting two of the three
following criteria:
balance sheet total
£316,000 or less; net
turnover £632,000 1 or
less; average number of
employees during the
financial year 10 or
fewer.
1
The exchange rate of
€1= £0.85995
is that
published in the Official
Journal of the European
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
Union as at the date of
the accounting
directive’s entry into
force on the 19th July
(2013/C 206/03).
Number of Employees
Number of Employees
excluding directors
Enter number of employees
Financial Year End
dd/mm
Signature ______________________
Write Name in Full
Director, Manager or Secretary
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
Classification of a LLP’s main activity
Under EU Regulation each member state must collect information on
the main activity of companies incorporated within its jurisdiction. The
LLP must therefore define its main activity and provide the
information to Companies House by entering the relevant activity code
in the box provided on the previous page.
We have listed below some of the more common activities and their
corresponding codes. If your LLP does not fall within one of these
categories, please refer to our website at: www.companieshouse.gi where
you will find a complete list of activities and codes.
Please enter only one code for the LLP.
SECTION F Construction
41100 Development of building projects
41201 Construction of commercial buildings
41202 Construction of domestic buildings
42110 Construction of roads and motorways
43910 Roofing activities
43991 Scaffold erection
SECTION G Wholesale and retail trade; repair of motor
vehicles and motorcycles
45111 Sale of new cars and light motor vehicles
45112 Sale of used cars and light motor vehicles
45190 Sale of other motor vehicles
45200 Maintenance and repair of motor vehicles
45310 Wholesale trade of motor vehicle parts and
accessories
45320 Retail trade of motor vehicle parts and
accessories
45400 Sale, maintenance and repair of motorcycles
and related parts and accessories
47110 Retail sale in non-specialised stores with food,
beverages or tobacco predominating
47190 Other retail sale in non-specialised stores
47240 Retail sale of bread, cakes, flour confectionery
and sugar confectionery in
specialised stores
47260 Retail sale of tobacco products in specialised
stores
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
SECTION H Transportation and storage
49320 Taxi operation
52241 Cargo handling for water transport activities
52242 Cargo handling for air transport activities
53100 Postal activities under universal service
obligation
53201 Licensed carriers
SECTION I Accommodation and food service activities
55100 Hotels and similar accommodation
56101 Licenced restaurants
56103 Take-away food shops and mobile food stands
56302 Public houses and bars
SECTION J
Information and communication
58130 Publishing of newspapers
SECTION K Financial and insurance activities
64110 Central banking
64191 Banks
64192 Building societies
64202 Activities of production holding companies
64203 Activities of construction holding companies
64204 Activities of distribution holding companies
64205 Activities of financial services holding
companies
64206 Holding of a Private Residence / Real Estate
64207 Holding of a Yacht / Vessel
64208 Holding of Personal Assets
64209 Activities of other holding companies n.e.c.
64301 Activities of investment trusts
64302 Activities of unit trusts
64303 Activities of venture and development capital
companies
64304 Activities of open-ended investment
companies
64305 Activities of property unit trusts
64306 Activities of real estate investment trusts
64910 Financial leasing
64921 Credit granting by non-deposit taking finance
houses and other
specialist consumer credit grantors
64922 Activities of mortgage finance companies
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
64929 Other credit granting n.e.c.
64991 Security dealing on own account
64992 Factoring
64999 Financial intermediation not elsewhere
classified
65110 Life insurance
65120 Non-life insurance
65201 Life reinsurance
65202 Non-life reinsurance
65300 Pension funding
66110 Administration of financial markets
66120 Security and commodity contracts dealing
activities
66190 Activities auxiliary to financial intermediation
n.e.c.
66210 Risk and damage evaluation
66220 Activities of insurance agents and brokers
66290 Other activities auxiliary to insurance and
pension funding
66300 Fund management activities
SECTION L Real estate activities
68310 Real estate agencies
68320 Management of real estate on a fee or contract
basis
SECTION M Professional, scientific and technical
activities
69101 Barristers at law
69102 Solicitors
69201 Accounting and auditing activities
71111 Architectural activities
SECTION N Administrative and support service
activities
80100 Private security activities
SECTION Q Human health and social work activities
86210 General medical practice activities
86230 Dental practice activities
87300 Residential care activities for the elderly and
disabled
SECTION R Arts, entertainment and recreation
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
93120 Activities of sport clubs
SECTION S Other service activities
95230 Repair of footwear and leather goods
95250 Repair of watches, clocks and jewellery
SECTION U Activities of extraterritorial organisations
and bodies
99999 Dormant LLP
”.
48. In Schedule 8–
(a) for paragraph 1(2) substitute–
“(2) The appointment may be made on application of the
limited liability partnership.”;
(b) in paragraph 1(4) omit “or applicants”;
(c) omit paragraph 2(4);
(d) in paragraph 4(1) for “all officers and agents of the company”
substitute “all members and agents of the limited liability
partnership”;
(e) in paragraph 4(2) for “other than an officer or agent of the
company or other corporate body” substitute “not falling
within paragraph 4(1) above”;
(f) omit paragraph 5(a);
(g) in paragraph 6(1)(a) for “officer or agent” substitute
“member”;
(h) in paragraph 7(3) omit “(iv) the applicants for the
investigation,”;
(i) in paragraph 12(2) omit “and in particular limit the
investigation to matters connected with particular shares in the
company”;
(j) omit paragraph 12(3);
(k) omit paragraph 14;
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
(l) after paragraph 15(1)(a) insert–
“(aa) a limited liability partnership;”.
49. For Schedule 24 substitute–
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
“SCHEDULE 24
TABLE OF FEES TO BE PAID TO THE REGISTRAR
BY OR IN RESPECT OF LIMITED LIABILITY PARTNERSHIPS
ITEM FEE
£ 1. (a) Incorporation of a limited liability
partnership
£100.00
(b) Same day urgency fee for incorporation
of a limited liability partnership
(correct documents to be lodged with
the Registrar before 12.00 midday)
£200.00
(c) Registration of change of name £100.00
(d) Same day urgency fee for registration
of a change of name of a limited
liability partnership (correct before
12.00 midday)
£200.00
(e) Lodging of annual return for the
current Year
£75.00
(f) Supplementary Fees for late filing of
Annual Returns [see section 426(4)
and Schedule 24 of the Companies
Act (as applied by the Limited
Liability Partnerships (Application
of Companies Act 2014 and
Insolvency Act 2011) Regulations
2016)]
Lodging of the late Annual Return or
Substitution of an annual return after
date due for the filing of that return
1 st Year £105.00
2 nd
Year £135.00
3 rd
Year £165.00
after 3 Years £195.00
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
(g) Lodging of particulars of members or
any change of members
£15.00
(h) Lodging any document required to be
given, delivered, sent, forwarded,
lodged or filed by the Registrar (except
where otherwise specified) or to lodge
a substitute document for a document
lodged or filed in the Register (other
than an Annual Return)
£15.00
Supplementary Fees for late filing of
any document other than Annual
Returns and the filing of Accounts
[see section 426(4)(c) of the
Companies Act as applied by the
Limited Liability Partnerships
(Application of Companies Act 2014
and Insolvency Act 2011)
Regulations 2016]
Lodging or filing of any document
other than Annual Returns and the
filing of Accounts after the due date for
filing or Lodging of that document or
filing of a substitute document after the
due date for filing or lodging of that
document
£15.00
(i) Mortgage
(i) Lodging prescribed particulars for
Registration of a charge or any other
Security
(ii) The fee prescribed under section 172(1) of the Companies Act as applied by the
Limited Liability Partnerships
(Application of Companies Act 2014 and
Insolvency Act 2011) Regulations 2016
for entry in the Register of Charges and
issue of certificate
(iii) Entry of memorandum of satisfaction Under section 174 of the Companies Act
as applied by the Limited Liability
Partnerships (Application of Companies
Act 2014 and Insolvency Act 2011)
£25.00
£50.00
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
Regulations 2016
(iv) Certificate of discharge under section 174
£20.00
£30.00
(j) Filing of accounts
Supplementary Fees for late filing of
Accounts [see section 426(4) of the
Companies Act as applied by the
Limited Liability Partnerships
(Application of Companies Act 2014
and Insolvency Act 2011)
Regulations 2016]
a. more than 13 months but not more than 24
months after the end of the financial
Period to which they relate; or
b. more than 24 months after the end of the Financial period to which they relate
£15.00
£50.00
£100.00
(k) Application to the Registrar to restore
to the Register a limited liability
partnership which has been struck off
£200.00
(l) Certificate of good standing £45.00
(m) Inspection of document:–
(i) Personal search
(ii) Electronic archive copy of limited liability partnership record
(manual)
(on-line)
(iii) Electronic archive copy of limited
liability
Partnership record (within same day)
£15.00
£15.00
£10.00
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
(iv) Certified copy of a certificate:-
(aa) if available from the original record
(exclusive of search)
(bb) 1 st copy produced from electronic
archive
(cc) each subsequent copy supplied on
the same occasion and of the
same limited liability partnership
from electronic archive
£20.00
£5.00
£15.00
£10.00
(v) Certified copy of any other document:-
(aa) If available from the original
record, per page (exclusive
of search)
(bb) 1 st copy produced from
electronic archive; per
document
(cc) 1 st copy produced from
electronic archive; per
document (within same
day), per document
(dd) Each subsequent copy
supplied on the same
occasion and of the same
limited liability partnership
from electronic archive, per
document
£00.50
£15.00
£30.00
£10.00
(vi) Copy of any document:-
(aa) If available from the original
record, per page (exclusive
Limited Liability Partnerships LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF
COMPANIES ACT 2014 AND INSOLVENCY ACT 2011)
REGULATIONS 2016
© Government of Gibraltar (www.gibraltarlaws.gov.gi)
2009-06 Subsidiary 2016/060
of search)
(bb) 1 st copy produced from
electronic archive; per
document (inclusive of
search)
(cc) 1 st copy produced from
electronic archive; per
document (within same
day), per document
(dd) each subsequent copy
supplied on the same
occasion and of the same
limited liability partnership
from electronic archive, per
document
£00.25
£15.00
£15.00
£2.50
(n) Postal Search (electronic archive copy
of limited liability partnership record)
£15.00
(o) Exceptional Work (per hour) £300.00
