• 43. 43. Arrangements and reconstructions

    (1) Sections 801 to 806 apply to LLPs, modified so that they read as follows —

    • 801. Application of this Part

      (1) The provisions of this Part apply where a compromise or arrangement is proposed between a LLP and —
      (a) its creditors, or any class of them, or
      (b) its members, or any class of them.
      (2) In this Part —

      "LLP", unless the context otherwise requires, means —
      (a) in section 806 (powers of Court to facilitate reconstruction or amalgamation or merger or division),
      (i) in the case of a compromise or arrangement falling within sections 806(1)(a) or 806(1)(c), an LLP formed or registered under the Limited Liability Partnerships Regulations 2015, and
      (ii) in the case of a compromise or arrangement falling within section 806(1)(b), an LLP formed or registered under the Limited Liability Partnerships Regulations 2015 and any non-ADGM LLP whose jurisdiction of incorporation permits such non-ADGM LLP to merge into a single body corporate or into a new body corporate as described in section 810(1)(a) or 810(1)(b), and
      (b) elsewhere in this Part, any LLP liable to be wound up under the Insolvency Regulations 2015 and any non-ADGM LLP whose jurisdiction of incorporation permits such non-ADGM LLP to merge into a single body corporate or into a new body corporate as described in section 810(1)(a) or 810(1)(b).
      (3) The provisions of this Part have effect subject to Part 26 (mergers and divisions) where that Part applies (see sections 808 and 809).

    • 802. Court order for holding of meeting

      (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 LLP 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 LLP,
      (b) any creditor or member of the LLP,
      (c) if the LLP is being wound up, the liquidator, or
      (d) if the LLP is in administration, the administrator.

    • 803. Statement to be circulated or made available

      (1) Where a meeting is summoned under section 802
      (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
      (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 of the compromise or arrangement, and
      (b) in particular, state —
      (i) any material interests of the members of the LLP (whether as members or as creditors of the LLP 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 LLP, 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 LLP'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 member is entitled, on making application in the manner indicated by the notice, to be provided by the LLP with a copy of the statement free of charge.
      (5) If an LLP makes default in complying with any requirement of 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.
      This is subject to subsection (7) below.
      (6) For this purpose the following are treated as members of the LLP —
      (a) a liquidator or administrator of the LLP, and
      (b) a trustee of a deed for securing the issue of debentures of the LLP.
      (7) A person does not contravene 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 who commits the contravention referred to in subsection (5) shall be liable to a level 3 fine.

    • 804. Duty of members and trustees to provide information

      (1) It is the duty of —
      (a) any member of the LLP, and
      (b) any trustee for its debenture holders, to give notice to the LLP of such matters relating to himself as may be necessary for the purposes of section 803 (explanatory statement to be circulated or made available).
      (2) Any person who makes default in complying with this section commits a contravention of the Companies Regulations.
      (3) A person who commits the contravention referred to in subsection (2) shall be liable to a fine of up to level 8.

    • 805. Court sanction for compromise or arrangement

      (1) If:
      (a) 75% in value of the creditors or class of creditors or if members or class of members (as the case may be) representing 75% of the voting rights of the 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 802, agree a compromise or arrangement, and
      (b) where the compromise or arrangement relates to a non-ADGM LLP (as defined in section 1028 (minor definitions: general)), the Court is satisfied that the requirements of section 810(2) have been or are satisfied with respect to such non-ADGM LLP, 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 LLP,
      (b) any creditor or member of the LLP,
      (c) if the LLP is being wound up, the liquidator, or
      (d) if the LLP is in administration, the administrator.
      (3) A compromise or arrangement 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 LLP or, in the case of a LLP in the course of being wound up, the liquidator and contributories of the LLP.
      (4) The Court's order has no effect until a copy of it has been delivered to the Registrar.

    • 806. Powers of Court to facilitate reconstruction or amalgamation or merger or division

      (1) This section applies where application is made to the Court under section 805 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 reconstruction of any LLP or LLPs, or the amalgamation of any two or more relevant bodies corporate (where one or more of them is an LLP), and
      (b) under the scheme the whole or any part of the undertaking or the property of any LLP concerned in the scheme ("a transferor LLP") 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 LLP,
      (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 LLP,
      (d) the dissolution, without winding up, of any transferor LLP,
      (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 or liabilities —
      (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) In this section —

      "relevant body corporate" means an LLP or a company,

      "property" includes property, rights and powers of every description, and

      "liabilities" includes duties.
      (6) Every LLP 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 seven days after its making.
      (7) If default is made in complying with subsection (6), a contravention of the Companies Regulations is committed by —
      (a) the LLP, and
      (b) every member of the LLP who is in default.
      (8) A person who commits the contravention referred to in subsection (7) is liable to a level 3 fine."