• 30. 30. General provisions

    Sections 678 to 681 apply to LLPs, modified so that they read as follows —

    • 678. Meaning of "debenture"

      In the Companies Regulations "debenture" includes debenture stock, bonds and any other securities of an LLP, whether or not constituting a charge on the assets of the LLP.

    • 679. Perpetual debentures

      (1) A condition contained in debentures, or in a deed for securing debentures, is not invalid by reason only that the debentures are made —
      (a) irredeemable, or
      (b) redeemable only —
      (i) on the happening of a contingency (however remote), or
      (ii) on the expiration of a period (however long),
      any rule of equity to the contrary notwithstanding.
      (2) Subsection (1) applies to debentures whenever issued and to deeds whenever executed.

    • 680. Enforcement of contract to subscribe for debentures

      A contract with an LLP to take up and pay for debentures of the LLP may be enforced by an order for specific performance.

    • 681. Registration of allotment of debentures

      (1) An LLP must register an allotment of debentures as soon as practicable and in any event within two months after the date of the allotment.
      (2) If an LLP fails to comply with this section, a contravention of the Companies Regulations is committed by —
      (a) the LLP, and
      (b) every member of the LLP who is in default.
      (3) A person who commits a contravention of this section is liable to a level 2 fine.
      (4) For the duties of the LLP as to the issue of the debentures, or certificates of debenture stock, see Part 20 (certification and transfer of securities)."