Company Formation
Contents
Introduction
1. New companies
2. Public limited companies
3. Single member companies
4. Re-registration
5. Publication of company name, and details
to be shown on company stationery
6. The new company - looking forward
7. Further information
This is a guide only and should be read with the relevant legislation.
Introduction
This booklet is about requirements for the incorporation of private limited companies, public limited companies (PLCs) and unlimited companies. It explains the difference between these types of company and the formation documents, membership, capital and officers that each requires.
The booklet does not explain about controls applied to the use of certain company names. For information on this, please read our booklet, 'Company Names'.
All incorporated companies must disclose certain information to Companies House for the public record and to the people they deal with. This booklet tells you:
when changes in the company's circumstances and particulars must be notified to Companies House;
where you must display the company name and what information must appear on company stationery.
This booklet is only intended as an introduction to these continuing obligations. Other booklets in this series are mentioned in the text; they cover individual subjects in more detail.
You will find the relevant law in the Companies Act 1985 (as amended in 1989 and later).
Setting up a company brings many obligations. It may be worthwhile taking advice from a solicitor or accountant as to whether an incorporated company is the best way for you to run your business.
CHAPTER 1
New companies
1. Is there more than one type of company?
There are four main types of company:
Private company limited by shares - members' liability is limited to the amount unpaid on shares they hold.
Private company limited by guarantee - members' liability is limited to the amount they have agreed to contribute to the company's assets if it is wound up.
Private unlimited company - there is no limit to the members' liability.
Public limited company (PLC) - the company's shares may be offered for sale to the general public and members' liability is limited to the amount unpaid on shares held by them. More about PLCs can be found in chapter 2.
2. Who can form a company?
The Companies Act generally allows one or more persons to form a company for any lawful purpose by subscribing to its memorandum of association. However, a public company or an unlimited company must have at least two subscribers. Information about companies formed by a single person can be found in chapter 3. (In law, 'person' includes individuals and companies.)
3. How do I form a company?
Ready-made companies are available from company formation agents whose names and addresses appear in the Yellow Pages. If you incorporate a company yourself, you will need to send the following documents, together with the registration fee (see question 13 below) to the Registrar of Companies:
A memorandum of association
Articles of association (except where Table A is adopted without modification - see question 5)
Form 10
Form 12
Each of these documents is explained below.
4. What is a memorandum of association?
This document sets out:
the company's name,
where the registered office of the company is situated (in England, Wales or Scotland); and
what it will do (its objects). The object of a company may simply be to carry on business as a general commercial company.
Other clauses to be included in the memorandum depend on the type of company being incorporated. The form of memorandum for each type of company is set out in a set of tables called The Companies (Tables A to F) Regulations, 1985. (In this booklet we have called them 'the Tables'.) The company's memorandum delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
Tables The Companies (Tables A to F) Regulations 1985 SI 1985 No. 805, as amended by SI 1985 No. 1052, are available from The Stationery Office Limited.
5. What are articles of association?
This document sets out the rules for the running of the company's internal affairs. Model articles are provided in the Tables mentioned above.
A company may adopt the whole of Table A as its articles or any part of it.
A company limited by shares which has adopted the whole of Table A without modification does not need to deliver a copy for registration. However, you must attach a letter to your application saying this.
NOTE: If you adopt Table A without modification then you will need to appoint at least two directors. However, a private company can have just one director, if it's articles allow (see question 8). So if your company will have only one director, you need to adopt a modified version of Table A.
If Table A is adopted with modifications, you must deliver the articles for registration.
All companies that are limited by guarantee or unlimited must register articles. These should be in accordance with, or as near to that form as circumstances permit, the following tables:
Company limited by guarantee without share capital Table C
Unlimited company with share capital Table E
The company's articles delivered to the Registrar must be signed by each subscriber in front of a witness who must attest the signature.
6. What is Form 10?
Form 10 gives details of the first director(s), secretary and the intended address of the registered office. As well as their names and addresses, the company's directors must give their date of birth, occupation and details of other directorships they have held within the last five years. Each officer appointed and each subscriber (or their agent) must sign and date the form.
Officers acting as both director and secretary
The same person can be both a director and company secretary, provided there is another director. A sole director cannot also be the company secretary.
7. What is a registered office?
It is the address of a company to which Companies House letters and reminders will be sent. The registered office can be anywhere in England and Wales (or Scotland if your company is registered there). The registered office must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If a company changes its registered office address after incorporation, the new address must be notified to Companies House on Form 287.
Valid addresses
Companies House uses the Post Office address file to verify addresses; so, to avoid delays, please ensure that your proposed registered office address is recognised by the Post Office and always give the correct postcode on forms sent for registration.
8. What is the minimum number of officers a company requires?
Every company must have formally appointed company officers at all times.
A private company must have at least:
one director - but the company's articles of association may require more than one (See Question 5).
one secretary - formal qualifications are not required. A company's sole director cannot also be the company secretary.
A public company must have at least:
two directors;
one secretary - formally qualified, see chapter 2.
All company officers have wide responsibilities in law, but the key requirements are contained in our booklet, 'Directors and Secretaries Guide'.
After incorporation, you must tell Companies House about:
the appointment of a new officer - use Form 288a;
an officer's resignation from the company - use Form 288b;
changes in an officer's name or address or any of the other details originally registered on Form 10 - use Form 288c.
9. Can anyone be a company director?
In general terms, yes, but there are some rules. You can't be a company director if:
you are an undischarged bankrupt or disqualified by a court from holding a directorship, unless given leave to act in respect of a particular company or companies;
in the case of PLCs or their subsidiaries, you are over 70 years of age or reach 70 years of age while in office, unless you are appointed or re-appointed by resolution of the company in general meeting of which special notice has been given.
There is no minimum age limit in the Companies Act for a director to be appointed in England and Wales. However, he or she must be able to consent to their own appointment. You should seek legal advice if you intend to have a very young person as a director of your company.
In Scotland the Registrar will not register for any company the appointment of a director under the age of 16 years old. A child below that age does not have the legal capacity to accept a directorship - Age of Legal Capacity (Scotland) Act 1991. If you need more information, contact Companies House, Edinburgh.
Some people not of British nationality are restricted as to what work they may do while in this country. If you need more information about whether such a person can become a director of a UK-registered company, contact:
Home Office Immigration and Nationality Department
Lunar House
Wellesley Road
Croydon
CR9 2BY (Tel: 0870 606 7766)
10. What is a Form 12?
Form 12 is a statutory declaration of compliance with all the legal requirements relating to the incorporation of a company. It must be signed by a solicitor who is forming the company, or by one of the people named as a director or company secretary on Form 10. It must be signed in the presence of a commissioner for oaths, a notary public, a justice of the peace or a solicitor.
Signing the declaration on Form 12
Form 12 must be signed and dated after all the other documents are signed and dated. This is because Form 12 confirms that all other registration requirements have been completed.
The form must clearly show if a person has signed on behalf of a corporate director. If it appears that the person who signed is not a director, this will cause delay.
11. What happens to the documents sent to the Registrar?
All company formation documents are subject to certain checks including checks of prospective officers against the disqualified directors' register.
The Registrar then keeps the documents and makes them available for public inspection.
12. Can I choose any name I want for my company?
No. There are some restrictions on your choice of company name. Our booklet, 'Company Names', explains how those restrictions may affect your choice of name.
Company name checks
It is important to check that the name you want is acceptable to Companies House before you complete the company formation documents.
Briefly, the restrictions are that:
you cannot register the same name as another company;
the use of certain words is restricted; and
names likely to cause offence are not allowed.
It is also important to check whether your chosen name is similar to any other names already on the register. If your chosen name is too like another name, an objection could be made within the 12 months following the incorporation of your company and you could be directed by the Secretary of State to change the company's name.
13. How much does Companies House charge to incorporate a company?
Our standard registration fee is £20, but our premium service (cost: £80) provides incorporation on the same day as we receive the formation documents, if they are hand delivered before 3pm. Posted applications cannot be given the same guarantee although, in most cases, we will register the application on the same day of receipt.
Same-day applications
Posted, couriered and other sealed same-day applications must be clearly marked on the envelope 'for the attention of New Companies Section' and 'Same-day Incorporation'.
Cheques should be made payable to Companies House.
14. Where can I obtain forms to incorporate a company?
Forms 10 and 12 are available free of charge from Companies House but we cannot provide a memorandum or articles of association. Specimens of these documents can be obtained from legal stationers, accountants, solicitors or company formation agents who can also supply Forms 10 and 12. Names and addresses are available in business phone books.
15. Can I deal direct with Companies House to form my company?
Yes. However, while our staff will be happy to give you guidance on general matters (such as filling in forms or advice on company names), they cannot advise you about the content of the memorandum and articles, or if an incorporated company is the best vehicle for your business.
If you are unsure about any aspect of forming a company, please seek professional advice from your solicitor, accountant or company formation agent.
CHAPTER 2
Public limited companies
1. What is a public limited company?
A public limited company is a company which is registered as such and complies with the following:
It must state that it is a public limited company both in its memorandum and in its name. The memorandum must contain a clause stating that it is a public limited company and the name must end with 'Public Limited Company' or 'PLC' (or if it is a Welsh company, the Welsh equivalents 'Cwmni Cyfyngedig Cyhoeddus' or 'CCC').
The memorandum must be in the form specified in Table F of the Tables (see question 4, chapter 1) or as near to that form as circumstances permit.
It must have an authorised share capital of at least £50,000.
Before it can start business, it must have allotted shares to the value of at least £50,000. A quarter of them, £12,500, must be paid up. Each allotted share must be paid up to at least one quarter of its nominal value together with the whole of any premium.
For example, if a share with a nominal value of £1 is sold for £6, then it is said to have a premium of £5. This premium must be paid to the company, together with a minimum of a quarter of the nominal value of each share. That is £0.25p plus £5, making a total payment of £5.25.
Further information about share capital is available in our booklet, 'Share Capital and Prospectuses'.
2. Can a PLC issue shares in another currency?
Yes, if it has passed the necessary resolutions to adopt that currency as part of its authorised capital and given the directors the authority to allot that capital. However, it must always have at least the authorised minimum of £50,000 sterling in issued capital, irrespective of what other currency it uses.
A company may use as many currencies as it wishes for its share capital provided that they are true currencies.
3. When can a PLC start business?
A newly formed PLC must not begin business or exercise any borrowing powers until it has a certificate issued under section 117 of the Companies Act 1985 confirming that the company has issued share capital of at least the statutory minimum (see question one). You can get this certificate from Companies House by completing Form 117. Once issued, the certificate is proof that the company is entitled to do business and borrow. We will normally post you the certificate, but we can fax a copy for collection at any Companies House office if you ask for this when you deliver Form 117 for registration.
4. Are there any other restrictions on a PLC?
Yes. There are four main restrictions:
A PLC must have at least two members and at least two company directors. The secretary (or each joint secretary) must also be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions and who:
(a) held the office of secretary or assistant or deputy secretary on 22 December 1980; or
(b) for at least three of the five years before their appointment, held the office of secretary of a non-private company; or
(c) is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom; or
(d) is a person who, by virtue of his or her previous experience or membership of another body, appears to the directors to be capable of discharging the functions of secretary; or
(e) is a member of any of the following bodies:
- the Institute of Chartered Accountants in England and Wales;
- the Institute of Chartered Accountants of Scotland;
- the Institute of Chartered Accountants in Ireland;
- the Institute of Chartered Secretaries and Administrators;
- the Chartered Association of Certified Accountants;
- the Chartered Institute of Management Accountants (formally known as the Institute of Cost and Management Accountants); or
- the Chartered Institute of Public Finance and Accountancy.
A PLC normally has only seven months after the end of its accounting reference period to deliver its accounts to the Registrar. A civil penalty will be incurred if it delivers accounts to Companies House after the statutory time allowed for filing. Penalties are fully explained in our booklet, 'Late Filing Penalties'.
A PLC cannot take advantage of many of the provisions and exceptions applying to private companies under the Act, such as audit exemptions for small private companies.
A PLC cannot apply for voluntary strike-off under section 652A, Companies Act 1985. Further information about this is available in our booklet 'Strike-Off, Dissolution and Restoration'.
5. What then is the advantage of a public company?
A PLC has access to capital markets and can offer its shares for sale to the public through a recognised stock exchange. It can also issue advertisements offering any of its securities for sale to the public. In contrast, a private company may not offer to the public any shares in itself.
6. Do these rules apply to an oversea plc?
Most of the above rules do not apply to a public company formed abroad. On establishing a branch or place of business in Great Britain, such a company is governed by Part XXIII of the Companies Act 1985, just as any other oversea company is. However, besides Part XXIII of the Act, they are also governed by regulations in their country of incorporation, by certain parts of the Financial Services and Markets Act 2000, and by the City Code on Take-overs and Mergers.
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CHAPTER 3
Single member companies
1. What is a single member company?
A single member company is a private company, limited by shares or by guarantee, which is incorporated with one member, or whose membership is reduced to one person.
2. Can a single member run the company?
No. The company must still have at least one director and a secretary who cannot also be the sole director.
3. How can a single member hold general meetings?
Unless the company's articles of association specify anything to the contrary, a single member - present in person or by proxy - constitutes a quorum. If such a meeting is held, it must be recorded in the minutes.
If a single member takes a decision, except by written resolution, then the decision must be given to the company in writing.
4. How should a company record an unwritten contract with a sole member?
If the company enters into an unwritten contract with the sole member who is also a director of the company (and the contract is not in the ordinary course of the company's business), the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next directors' meeting.
5. What about the register of members?
A company's register of members must accurately record its members. If a company is incorporated with one member, then the register must reflect this. If the company originally had more than one member and the membership reduces, then the register must show when this happened. Similarly, the appropriate entries must be made in the register of members if the number of members later increases.
CHAPTER 4
Re-registration
1. Can a private company convert to a PLC?
Yes. Both a private company limited by shares and an unlimited company with a share capital may re-register as a PLC, but a company without a share capital cannot do so.
A private company must pass a special resolution that it be so re-registered and deliver a copy of the resolution together with an application form to the Registrar. The resolution must also:
alter the company's memorandum so that it states that the company is to be a public limited company;
make any other alterations to the memorandum so that it conforms to that required for a public limited company;
make any required alterations to the articles of association of the company.
Further information about resolutions is available in our booklet, 'Resolutions'.
The application must be on Form 43(3), be signed by a director or secretary of the company, and be accompanied by the following documents:
a copy of the memorandum and articles of association of the company altered in accordance with the resolution above;
a copy of a balance sheet prepared not more than seven months before the application date and containing an unqualified report by the company's auditors;
a special report by the auditors regarding the net assets of the company at the balance sheet date in relation to the company's called-up share capital and its undistributable reserves;
a valuation report on any shares issued as fully or partly paid up except in cash after the balance sheet date;
a statutory declaration on Form 43(3)(e) confirming that the resolution has been passed, and that there has been no change in the company's financial position causing its net assets to be reduced to less than its called-up share capital and undistributable reserves.
An unlimited company, in addition to the above, must:
include a statement in the resolution that the liability of the members is limited and what the company's share capital is to be;
make such alterations to the memorandum and articles of association as are necessary for them to conform to those of a company limited by shares.
The company must also satisfy the statutory minimum share capital requirements referred to in question 1 of chapter 2 before the special resolution is passed.
2. Can a PLC convert to a private company?
Yes. A public company limited by shares or by guarantee may re-register as a private company limited by shares or by guarantee by passing a special resolution to do so. However, if enough members object, under section 54 of the Companies Act 1985 they may apply to the court to cancel the resolution within 28 days of its being passed.
A Court may also order a public company to re-register as private on approving a 'minute of reduction' of share capital which results in the issued share capital falling below the statutory minimum. In such a case the Court will also specify alterations to the company's memorandum and articles. A special resolution to re-register is not required.
Similarly, a public company may be required to re-register as private if its issued share capital falls below the statutory minimum by other means. These include redemption, forfeiture or repurchase of shares. In these cases a special resolution to re-register is required.
In all cases (except where a court has specified in an order the alterations to be made) a resolution must also be passed to alter the memorandum and articles of association to those required for a private company.
The application for re-registration (on Form 53) must be accompanied by copies of the resolutions and copies of the memorandum and articles as modified to meet the company's new circumstances.
3. What is the cost of re-registration?
The standard fee for re-registration is £20, or £80 for premium same-day service. If the company is re-registering and changing its name at the same time, an additional change-of-name fee of £10 is also payable, so the total fee is £30 (£160 for premium same-day service).
Deleting the words 'company' or 'and company' (or their abbreviations or their Welsh equivalents) from a company name would normally be a change of name. But, this is not so on re-registration. If you are in any doubt about the appropriate fee, please contact us.
CHAPTER 5
Publication of company name and details to be shown on company stationery
Under the Companies Act 1985 your company must state its name (as it appears in its memorandum of association) in certain places and on its business stationery. Your company must also give certain information on all its business letters and order forms.
1. Where must the company name be displayed?
Every company must paint or affix its name on the outside of every office or place in which its business is carried on - even if it is a director's home. The name must be kept painted or affixed and it must be both conspicuous and legible.
2. On which documents must the company name be shown?
The company must state its name, in legible lettering, on the following:
all the company's business letters;
all its notices and other official publications;
all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to besigned by, or on behalf of, the company;
all its bills of parcels, invoices, receipts and letters of credit.
3. Must the company show any other details?
Yes. On all its business letters and order forms the company must show in legible lettering:
Its place of registration and its registered number. The place of registration must be one of the following, as appropriate:
For companies registered
in England and Wales: For companies registered
in Scotland:
Registered in Cardiff Registered in Scotland
Registered in England and Wales Registered in Edinburgh
Registered in England
Registered in London
Registered in Wales
The address of the registered office. If a business letter or order form mentions more than one address, it is recommended that you state which is the registered office address.
4. Must directors' names be shown?
A company does not have to state the directors' names on its business letters but, if it chooses to do so it must state the names of all its directors. In other words a company cannot be selective about which directors' names it shows - it must show all of them or none of them.
5. Must anything else be shown?
Certain categories of company must also state the following additional information on their business letters and order forms:
For an investment company (as defined by section 266 of the Companies Act 1985), that it is such a company.
For a company exempt from using the word 'limited' in its name, the fact that it is a limited company.
For a company with share capital, it is not necessary to state the share capital on stationery but, if the company chooses to do so, it must state its paid-up share capital, not its authorised capital.
6. Are there special rules for charitable companies?
Under section 68 of the Charities Act 1993, a charitable company whose name does not include the word 'charity' or 'charitable' must state the fact that it is a charity on all the documents listed under question 2, in all bills it sends and on any conveyances it executes.
Section 68 does not require a charitable company to include the word 'charity' or 'charitable' in its name.
The Charities Act 1993 does not apply to charitable companies registered in Scotland but the same rule applies to Scottish companies under section 112(6) of the Companies Act 1989.
7. Do the rules apply to oversea companies?
A company incorporated outside Great Britain which opens a branch or place of business in Great Britain must be registered and must give similar details to those stated in this chapter. Full details are listed in our booklet, 'Oversea Companies'.
CHAPTER 6
The new company - looking forward
1. What information does Companies House require?
Company directors have a personal responsibility for making information about the capital structure, management and activities of their companies available both to the members of the company and to the general public.
For companies with limited liability, this will include accounts. If your company is unlimited, accounts must be delivered to the Registrar if:
it is a subsidiary undertaking or parent of a limited company; or
it has been a banking or insurance company or operated a trading stamp scheme during the period covered by the accounts.
2. What period should the accounts cover?
A company's first accounts must start on the day of incorporation. The first financial year must end on the 'accounting reference date' or a date up to seven days either side of this date (see question 3). Subsequent accounts start on the day following the year-end date of the previous accounts. They end on the next 'accounting reference date' or a date up to seven days either side.
3. How is the accounting reference date set?
The accounting reference date is the date in each year to which accounts will be drawn up. The date depends on the date of incorporation as it is the last day of the month in which the anniversary of incorporation falls. For example, if your company is incorporated on 2 July this year, the accounting reference date will be 31 July, and its first financial year must end on 31 July next year (or within seven days of that date).
4. Can the accounting reference date be changed?
Yes. You may change it by sending Form 225 to the Registrar. You must do this during the accounting period affected by the change or during the period allowed for delivering the associated accounts to us. For more information, see our booklet, 'Accounts & Accounting Reference Dates'.
5. How long do I have to deliver accounts?
The first accounts of a private company must be delivered:
within 10 months of the end of the accounting reference period; or
if the accounting reference period is more than 12 months, within 22 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.
The first accounts of a public company (PLC) must be delivered:
within seven months of the end of the accounting reference period; or
if the accounting reference period is more than 12 months, within 19 months of the date of incorporation, or three months from the end of the accounting reference period, whichever is longer.
6. What else must I tell Companies House?
Here are some of the important things that you must tell us about - using, in most cases, a special form we provide, and within the time limits stated.
Changes of director(s) and secretary, within 14 days. For:
appointments use Form 288a
resignations use Form 288b
change of personal details use Form 288c
Details of new shares being allotted, within one month. Use Form 88(2). See our booklet, 'Share Capital and Prospectuses' for more information.
Any special or extraordinary resolutions and certain types of ordinary resolution, within 15 days of them being passed by the company. There is no special form but we need to receive a copy of the resolution. More information about company resolutions is available in our booklet, 'Resolutions'.
Details of any mortgage or charge created by the company, within 21 days. See our booklet, 'Company Charges and Mortgages' or for Scottish companies, 'Company Charges (Scotland)'.
A change of registered office, within 14 days. Use Form 287. The change becomes legally effective only when we have registered the form.
7. What about annual returns?
Every company must deliver an annual return to Companies House at least once every 12 months. It has 28 days from the date to which the return is made up to do this.
To help you meet this filing requirement, we send a pre-printed 'shuttle' form to your registered office a few weeks before the anniversary of incorporation. This will show the information that you have already given us.
All you have to do is:
check that the details are still correct;
amend any that are not; and
send the form back, signed and dated, within 28 days of the date of the return which is shown on the front of the form.
There is a filing fee of £15, which must be sent to us with the annual return.
If you want to send an annual return to Companies House before the company's anniversary of incorporation, please telephone 0870 33 33 636 and ask for a pre-printed 'shuttle' annual return (Form 363s). This will be easier than using a 'blank' annual return (Form 363a).
8. What does Companies House do with the information my company sends?
We must make the information we hold about registered companies available to anyone who wants to see it. So the information you send will be added to your company's record and will be available for public inspection.
9. What happens if I don't send the information to Companies House on time?
It is easy to lose confidence in a company that doesn't meet its legal obligations. If you don't tell us about your company's financial state on time, and you don't send in details of changes, anyone wanting to do business with you will not have access to the most up-to-date information about your company. It could cause trading problems or affect your company's credit rating. It could even stop a potential investor from putting money into your company, or prevent you from getting a loan when you need it.
If your accounts are delivered late, there is an automatic penalty. This is between £100 and £1,000 for a private company and between £500 and £5,000 for a PLC. More information about late filing penalties is available in our booklet, 'Late Filing Penalties'.
In addition, directors may be prosecuted for not filing certain documents. If convicted, they will have a criminal record and be liable for a fine of up to £5,000 for each offence. In some cases, they could also be disqualified from being a company director or taking part in the management of a company for up to five years.
10. What if the company doesn't take-off or I no longer need it?
Private companies that have not traded or otherwise carried on business for at least three months may apply to the Registrar to be struck off the register. For information on this, see our booklet 'Strike-off, Dissolution and Restoration' or for Scottish companies, 'Strike-off, Dissolution and Restoration' (Scotland). This procedure is not an alternative to formal insolvency proceedings where these are appropriate - see our booklet 'Liquidation and Insolvency' or for Scottish companies, 'Liquidation and Insolvency' (Scotland).
CHAPTER 7
Further information
1. Where can I go for help?
Our staff in Cardiff and Edinburgh will be able to advise you on matters generally, but when you start a company it is important to get things right. So that you don't make what could turn out to be costly mistakes, it may be sensible to consult a solicitor, a company formation agent, a chartered secretary or an accountant as appropriate. Addresses will usually be found in the Yellow Pages.
2. How do I send information to the Registrar?
You may deliver documents to the Registrar by hand (personally or by courier), including outside office hours, bank holidays and weekends to Cardiff, London and Edinburgh.
You may also send documents by post or by the Hays Document Exchange service (DX). If you send documents please address them to:
For companies incorporated in
England & Wales: For companies incorporated in
Scotland:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh EH1 2EB
DX ED235 Edinburgh 1
We will only acknowledge receipt of documents at Companies House if you provide a stamped addressed envelope.
Please note: Companies House does not accept accounts or any other statutory documents by fax.
3. 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.
Limited Liability Partnerships Winding Up
Contents
Introduction
1. General insolvency information
2. Voluntary arrangements
3. Administration orders
4. Receivers
5. Voluntary liquidation
6. Compulsory liquidation
7. Voluntary striking-off and dissolution
8. Defunct limited liability partnerships
9. Restoration to the register
10. Further information
This booklet is a guide only and should be read with the relevant legislation.
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 1986, and in the Limited Liability Partnerships 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.
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.
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 summoned by the nominee decides 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 approves 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
Report of a meeting approving a voluntary arrangement 1.1
Order of revocation or suspension of voluntary arrangement 1.2
Voluntary arrangement's supervisor's abstract of receipts and payments 1.3
Notice of completion of voluntary arrangement 1.4
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. 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.
4. 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.
5. 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.
6.Who must an administrator notify of his or her appointment?
An administrator must:
advertise the order in the Gazette and in a newspaper which is the most appropriate for ensuring that the order comes to the notice of the limited liability partnership's creditors; and
send a copy of the court order to the Registrar with Forms 2.6 and 2.7.
What is the Gazette?
The Gazette is published by HMSO and contains various statutory notices and advertisements. It is published daily. References to the Gazette are to the London Gazette in respect of limited liability partnerships registered in England and Wales.
Notices placed by the Registrar of Companies in England and Wales are included in the Company Law Official Notifications Supplement to the London Gazette which is published on microfiche. You may see copies in the Companies House search rooms listed at the back of this booklet (except in Scotland). Some of the larger public libraries also have copies.
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 administration order 2.6
Administration order 2.7
Administrator's abstract of receipts and payments 2.15
Notice of discharge of administration order 2.19
Notice of variation of administration order 2.20
Statement of administrator's proposals 2.21
Notice of result of meeting of creditors 2.23
CHAPTER 4
Receivers
1. What is a receiver?
There are many different kinds of receiver and their powers vary according to the terms of their appointment.
An administrative receiver is a receiver or manager of the whole, or substantially the whole, of a limited liability partnership's property who is appointed by or on behalf of the holders of any debentures of the limited liability partnership secured by a floating charge. He or she has the power to sell (or otherwise realise) the assets covered by the floating charge and apply the proceeds to the debt owed to the charge-holder.
Receivers who are not administrative receivers may be appointed in other circumstances. For example, under powers contained in an instrument or document creating a charge over a limited liability partnership's property, a receiver or manager may be appointed until the debt is recovered. Receivers may also be appointed under the Law of Property Act 1925.
2. Who gives notice of the receiver's appointment?
The person who appoints the administrative receiver, receiver or manager, or has them appointed under the powers contained in an instrument, is responsible for informing the Registrar within seven days of the appointment. An administrative receiver must also publish notice of his or her appointment in the Gazette and in an appropriate newspaper.
When the administrative receiver, receiver or manager ceases to act they must notify the Registrar.
3. What must the receiver send to Companies House?
Within three months of appointment, an administrative receiver must make a report to all of the following:
the Registrar;
the limited liability partnership's creditors;
the holders of a floating charge; and
any trustees for secured creditors of the limited liability partnership.
Statement of affairs
This is a summary of the limited liability partnership's assets, liabilities and creditors. The administrative receiver must demand such a statement and decides who should prepare it.
The report must explain the circumstances of the appointment and the action the administrative receiver is taking. The report must also include a summary of any 'statement of affairs' prepared for the receiver by the officers or employees of the limited liability partnership.
All receivers must send an account of receipts and payments for the first 12 months of receivership to the Registrar, and:
for administrative receivers, at 12-monthly intervals thereafter;
for receivers and managers, at 6-monthly intervals.
4. Which forms should be used?
The appropriate forms are:
Form title Number
Notice of the appointment of receiver or manager 405(1)
Notice of ceasing to act as receiver or manager 405(2)
Receiver or manager or administrative receiver's abstract of receipts and payments 3.6
Administrative receiver's report 3.10
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 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 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 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 Gazette within 14 days; and
sent to the Registrar 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 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 Gazette and notify the Registrar. 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 Companies House?
The liquidator must send a statement of affairs and Form 4.20 to the Registrar within seven days of the creditors' meeting.
The liquidator must also send a statement, in duplicate, 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 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 Registrar within seven 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 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 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 in conversion from a members' voluntary to a creditors' voluntary liquidation 4.18 & 4.20
Statement of affairs in a creditors' voluntary liquidation 4.19 & 4.20
Liquidator's statement of receipts and payments 4.68
Members' voluntary winding-up declaration of solvency embodying a statement of assets and liabilities 4.70
Return of final meeting in a members' voluntary winding-up 4.71
Return of final meeting in a creditors' voluntary winding-up 4.72
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 High Court, or a county court with the appropriate jurisdiction, 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)) 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); or
the Official Receiver.
3. Must the petition be advertised?
Unless the court directs other arrangements, the petition must be advertised in the 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 the winding-up order to the Registrar 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?
The Official Receiver becomes liquidator on the making of a winding-up order against a limited liability partnership, unless the court orders otherwise.
6. What are the duties of the Official Receiver as liquidator?
The Official Receiver has a duty to investigate the limited liability partnership's affairs and the causes of its failure.
He also decides whether to call meetings of the creditors and contributories (that is, those people liable to contribute to the assets of the limited liability partnership if it is wound up) for the purpose of appointing a liquidator in his place.
If he decides not to call a meeting, he must notify the creditors, contributories and the court of his decision.
On the other hand, if he decides to call a meeting, a liquidator may then be appointed in place of the Official Receiver. The liquidator must notify the Registrar of his or her appointment immediately.
If the position of liquidator becomes vacant at any time, the Official Receiver becomes the liquidator for the duration of the vacancy.
7. What happens when the winding-up is complete?
When the Registrar receives notice from the liquidator of the final meeting of creditors or notice from the Official Receiver that winding-up is complete, he will register it and publish its receipt in the Gazette.
Unless the Secretary of State directs otherwise, the limited liability partnership will be dissolved three months after the notice was registered at Companies House.
If the Official Receiver, acting as 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.
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, Crown Way, Maindy, Cardiff CF14 3UZ.
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 London 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 magistrates' court) 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.
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 London 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's intention to strike off a limited liability partnership appear in the London Gazette?
The Company Law Official Notifications Supplement to the London Gazette publishes weekly notices on microfiche. Copies are available from HMSO Publications, 51 Nine Elms Lane, London SW8 5DR.
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, as appropriate, to:
If the limited liability partnership's registered office is in Lancashire: The Solicitor to the Duchy of Lancaster
66 Lincoln's Inn Fields
London WC2A 3LH
If the limited liability partnership's registered office is in Cornwall or the Isles of Scilly: The Solicitor to the Duchy of Cornwall
10 Buckingham Gate
London SW1E 6LA
In all other cases: The Treasury Solicitor (BV)
Queen Anne's Chambers
28 Broadway
London SW1H 9JS
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 creditor of it, 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?
Apply to the High Court by completing a claim form (this is the standard form that starts proceedings). The Registrar of the Companies Court in London usually hears restoration cases in chambers once a week on Friday afternoons. Cases are also heard at the District Registries. Alternatively, an application can be made to a County Court that has the authority to wind up the limited liability partnership.
3. How do I serve documents?
The claim form should be served on:
the solicitor dealing with any bona vacantia assets, namely the Treasury Solicitor or the solicitor to the relevant Duchy, and
The Registrar of Companies
Limited Liability Partnerships Team
Companies House
Crown Way
Cardiff CF14 3UZ
Tel: 029 2038 0744
Fax: 029 20381436
DX: 33050 Cardiff
The Registrar will accept delivery by post (recorded delivery is recommended). He will also accept delivery by hand at Companies House, Cardiff or at Companies House, Bloomsbury Street, London, during or outside normal office hours. The Registrar will also require a copy of the affidavit or witness statement in support of the application.
The Registrar must be given at least 10 days notice of the hearing to allow him time to instruct the Treasury Solicitor and deal with the matter.
4. What evidence must I give?
The Court will require an affidavit (statement of truth) or a witness statement confirming that:
the originating document was served; and
the solicitor dealing with the bona vacantia assets has no objection to the restoration of the limited liability partnership (a copy of his or her letter should be attached to the affidavit or witness statement).
The affidavit or witness statement should also cover, as appropriate to the application:
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 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. These should be sent to the Registrar at least five working days before the hearing to allow him time to process and examine them as they may have to be returned for amendment;
the correction of any irregularities in the limited liability partnership's structure.
5. Are there costs or penalties?
Yes. The Treasury Solicitor, whose costs are normally met by the applicant(s), will represent the Registrar. The costs are usually lower for cases in the Companies Court than in provincial courts where the Treasury Solicitor has to instruct an agent. The limited liability partnership must also pay the minimum statutory penalty for late filing 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?
An office copy of the order with the court seal must be delivered to the Registrar by the applicant wishing to restore the limited liability partnership. A limited liability partnership is regarded as restored when the order is delivered.
CHAPTER 10
Further information
1. Where can I go for help?
Staff at Companies House in Cardiff 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 (tel. Mike Norris 0207 291 6734).
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. How do I send forms to the Registrar?
Documents, including court orders, should display the correct limited liability partnership name and registration number.
You should supply documents in portrait format (that is, with the shorter edge across the top).
3. How do I send information to the Registrar?
Companies House will only acknowledge receipt of documents if you provide a stamped addressed envelope.
You may deliver documents to the Registrar by post, by hand (personally or by courier) or by Hays Document Exchange service.
If you send documents by post, you should address them to:
The Registrar of Companies
Companies House
Crown Way
Cardiff CF14 3UZ
DX33050 Cardiff
During office hours, you can deliver documents by hand (personally or by courier) to Companies House in Cardiff, London, Manchester, Birmingham and Leeds . Outside office hours (including bank holidays and weekends), documents can be delivered by hand to Cardiff and London.
4. Where do I get forms and guidance booklets?
Statutory forms and guidance booklets are available, free of charge, from Companies House. The quickest way to get them is through our web site or by telephoning 0870 3333636.
If you prefer you can write to our Stationery Team in Cardiff.
Please note: Companies House does not accept accounts or any other statutory documents by fax.
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