• Restoration To The Register

    • 51. 51. Administrative restoration to the register

      Sections 882 to 886 apply to LLPs, modified so they read as follows —

      • 882. Application for administrative restoration to the register

        (1) An application may be made to the Registrar to restore to the register a LLP that has been struck off the register under section 864 or 865 (power of Registrar to strike off defunct LLP).
        (2) An application under this section may be made whether or not the LLP has in consequence been dissolved.
        (3) An application under this section may only be made by a former member of the LLP.
        (4) An application under this section may not be made after the end of the period of six years from the date of the dissolution of the LLP.

        For this purpose an application is made when it is received by the Registrar.

      • 883. Requirements for administrative restoration

        (1) On an application under section 882 the Registrar shall restore the LLP to the register if, and only if, the following conditions are met.
        (2) The first condition is that the LLP was carrying on business or in operation at the time of its striking off.
        (3) The second condition is that, if any property or right previously vested in or held on trust for the LLP has vested as bona vacantia, the Board has signified to the Registrar in writing consent to the LLP's restoration to the register.
        (4) It is the applicant's responsibility to obtain that consent and to pay any costs of the Board —
        (a) in dealing with the property during the period of dissolution, or
        (b) in connection with the proceedings on the application,
        that may be demanded as a condition of giving consent.
        (5) The third condition is that the applicant has —
        (a) delivered to the Registrar such documents relating to the LLP as are necessary to bring up to date the records kept by the Registrar, and
        (b) paid any penalties under section 431 that were outstanding at the date of dissolution or striking off.

      • 884. Application to be accompanied by statement of compliance

        (1) An application under section 882 (application for administrative restoration to the register) must be accompanied by a statement of compliance.
        (2) The statement of compliance required is a statement —
        (a) that the person making the application has standing to apply (see subsection (3) of that section), and
        (b) that the requirements for administrative restoration (see section 883) are met.
        (3) The Registrar may accept the statement of compliance as sufficient evidence of those matters.

      • 885. Registrar's decision on application for administrative restoration

        (1) The Registrar must give notice to the applicant of the decision on an application under section 882 (application for administrative restoration to the register).
        (2) If the decision is that the LLP should be restored to the register, the restoration takes effect as from the date that notice is sent.
        (3) In the case of such a decision, the Registrar must —
        (a) enter on the register a note of the date as from which the LLP's restoration to the register takes effect, and
        (b) cause notice of the restoration to be published in on the website of the Registrar.
        (4) The notice under subsection (3)(b) must state —
        (a) the name of the LLP or, if the LLP is restored to the register under a different name (see section 891), that name and its former name,
        (b) the LLP's registered number, and
        (c) the date as from which the restoration of the LLP to the register takes effect.

      • 886. Effect of administrative restoration

        (1) The general effect of administrative restoration to the register is that the LLP is deemed to have continued in existence as if it had not been dissolved or struck off the register.
        (2) The LLP is not liable to a penalty under section 426 for a financial year in relation to which the period for filing accounts and reports ended —
        (a) after the date of dissolution or striking off, and
        (b) before the restoration of the LLP to the register.
        (3) The Court may give such directions and make such provision as seems just for placing the LLP and all other persons in the same position (as nearly as may be) as if the LLP had not been dissolved or struck off the register.
        (4) An application to the Court for such directions or provision may be made any time within three years after the date of restoration of the LLP to the register."

    • 52. 52. Supplementary provisions

      Sections 891 and 892 apply to LLPs, modified so that they read as follows —

      • 891. LLP's name on restoration

        (1) An LLP is restored to the register with the name it had before it was dissolved or struck off the register, subject to the following provisions.
        (2) If at the date of restoration the LLP could not be registered under its former name without contravening section 55 (name not to be the same as another in the Registrar's register of LLP names), it must be restored to the register —
        (a) under another name specified —
        (i) in the case of administrative restoration, in the application to the Registrar, or
        (ii) in the case of restoration under a Court order, in the Court's order, or
        (b) as if its registered number was also its name.
        References to an LLP's being registered in a name, and to registration in that context, shall be read as including the LLP's being restored to the register.
        (3) If an LLP is restored to the register under a name specified in the application to the Registrar, the provisions of

        section 68 (change of name: registration and issue of new certificate of incorporation), and

        section 69 (change of name: effect),

        apply as if the application to the Registrar were notice of a change of name.
        (4) If an LLP is restored to the register under a name specified in the Court's order, the provisions of —

        section 68 (change of name: registration and issue of new certificate of incorporation), and

        section 69 (change of name: effect),

        apply as if the copy of the Court order delivered to the Registrar were notice of a change a name.
        (5) If the LLP is restored to the register as if its registered number was also its name —
        (a) the LLP must change its name within 14 days after the date of the restoration,
        (b) the change may be made by determination of its members,
        (c) the LLP must give notice to the Registrar of the change, and
        (d) sections 68 and 69 apply as regards the registration and effect of the change.
        (6) If the LLP fails to comply with subsection 5(a) or (c) a contravention of the Companies Regulations is committed by —
        (a) the LLP, and
        (b) every designated member of the LLP who is in default.
        (7) A person who commits a contravention of the Companies Regulations under subsection 6 shall be liable to a level 2 fine.

      • 892. Effect of restoration to the register where property has vested as bona vacantia

        (1) The person in whom any property or right is vested by section 876 (property of a dissolved LLP) may dispose of, or of an interest in, that property or right despite the fact that the LLP may be restored to the register under this Chapter.
        (2) If the LLP is restored to the register —
        (a) the restoration does not affect the disposition (but without prejudice to its effect in relation to any other property or right previously vested in or held on trust for the LLP), and
        (b) the Board shall pay to the LLP an amount equal to —
        (i) the amount of any consideration received for the property or right or, as the case may be, the interest in it, or
        (ii) the value of any such consideration at the time of the disposition,
        or, if no consideration was received an amount equal to the value of the property, right or interest disposed of, as at the date of the disposition.
        (3) There may be deducted from the amount payable under subsection (2)(b) the reasonable costs of the Board in connection with the disposition (to the extent that they have not been paid as a condition of administrative restoration or pursuant to a Court order for restoration)."