| STATUTORY INSTRUMENTS |
| The Limited Liability Partnerships (Amendment) Regulations 2005 |
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Made
Laid before Parliament
Coming into force
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13th July 2005
20th July 2005
1st October 2005
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The Secretary of State, in exercise of the powers conferred upon him by sections 14, 15 and 17 of the Limited Liability Partnerships Act 2000[1] and of all other powers enabling him in that behalf, hereby makes the following Regulations: |
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(1) |
These Regulations may be cited as the Limited Liability Partnerships (Amendment) Regulations 2005 and come into force on 1st October 2005 ("the commencement date"). |
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(2) |
Regulation 2 below has effect as respects financial years which begin on or after 1st January 2005 and which end on or after the commencement date. |
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(3) |
In these Regulations— |
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"the 1985 Act" means the Companies Act 1985[2], |
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"the 1986 Act" means the Insolvency Act 1986[3], and |
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"the principal regulations" means the Limited Liability Partnerships Regulations 2001[4]. |
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| 2- |
Amendment of Schedule 1 to the principal regulations (accounts and audit) |
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Schedule 1 to the principal regulations (modifications to provisions of Part 7 of the 1985 Act as applied to limited liability partnerships) is amended in accordance with Schedule 1 to these Regulations. |
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Amendment of Schedule 3 to the principal regulations (insolvency) |
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Schedule 3 to the principal regulations (modifications to provisions of the 1986 Act as applied to limited liability partnerships) is amended in accordance with Schedule 2 to these Regulations. |
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Transitional provision |
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In a case where a petition for an administration order has been presented before the commencement date, the amendments to the principal regulations made by regulation 3 shall have no effect. |
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13th July 2005 |
Gerry Sutcliffe
Parliamentary Under-Secretary of State for Employment
Relations and Consumers Department of
Trade and Industry
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| SCHEDULE 1 |
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FURTHER MODIFICATIONS TO PROVISIONS OF PART 7 OF THE 1985
ACT APPLIED TO LIMITED LIABILITY PARTNERSHIPS |
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(1) |
Schedule 1 to the principal regulations is amended as follows. |
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(2) |
After the entry relating to section 225 of the 1985 Act (alteration of accounting reference date) insert— |
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Provision of Part 7 |
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Modification |
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“Section 226 (duty to prepare individual accounts)[5] |
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Omit subsection (3). |
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Section 227 (duty to prepare group accounts)[6] |
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Omit subsection (4).”. |
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(3) |
After the entry relating to section 228 of the 1985 Act (exemption for parent companies included in accounts of larger group) insert— |
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| Provision of Part 7 |
| “Section 228A (exemption for parent companies included in non-EEA group accounts)[7] |
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| Modification |
| Omit subsection (4).”. |
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(4) |
For the entry relating to sections 234 (duty to prepare directors' report) and 234A (approval and signing of directors' report) of the 1985 Act substitute— |
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Provision of Part 7 |
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Modification |
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“Sections 234 to 234ZZB (duty to prepare directors' report)[8] |
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Omit sections 234 to 234ZZB. |
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Section 234ZA (statement as to disclosure of information to auditors)[9] |
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Omit section 234ZA. |
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Section 234A (approval and signing of directors' report)[10] |
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Omit section 234A. |
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Sections 234AA (duty to prepare operating and financial review) and 234AB (approval and signing of operating and financial review)[11] |
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Omit sections 234AA and 234AB. |
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Sections 234B (duty to prepare directors' remuneration report) and 234C (approval and signing of directors' remuneration report)[12] |
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Omit sections 234B and 234C.”. |
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(5) |
In the entry relating to section 235 of the 1985 Act (auditors' report)[13], for "subsection (3)", in both places where it occurs, substitute "subsections (3) to (5)". |
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(6) |
In the entry relating to section 238 of the 1985 Act (persons entitled to receive copies of accounts and reports)[14] after the entry relating to subsection (1) insert— |
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“subsection (1A) |
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Omit subsection (1A)(b) to (d).”. |
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(7) |
For the entry relating to subsection (1) of section 239 of the 1985 Act (right to demand copies of accounts and reports)[15] substitute— |
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“subsection (1) |
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(a) Omit paragraphs (b), (ba) and (c), and |
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(b) in paragraph (d), omit the words from "and that directors' report" to the end.”. |
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(8) |
In the entry relating to section 240 of the 1985 Act (requirements in connection with publication of accounts)[16], for the modification to subsection (3)(d) substitute "(b) omit paragraph (e), and". |
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(9) |
After the entry relating to section 241 of the 1985 Act (accounts and report to be laid before general meeting) insert— |
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Provision of Part 7 |
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Modification |
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“Section 241A (members' approval of
directors' remuneration report)[17] |
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Omit section 241A.”. |
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(10) |
For the entry relating to subsection (1) of section 242 of the 1985 Act (accounts and reports to be delivered to registrar)[18] substitute— |
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| (a) For the words "The directors of a company" substitute "The designated members of a limited liability partnership", |
| (b) omit paragraphs (b), (ba) and (c), |
| (c) in paragraph (d), omit from "and that directors' report" to the end, and |
| (d) for "the directors must annex" substitute "the designated members must annex".”. |
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(11) |
Omit the entry relating to section 243 of the 1985 Act (accounts of subsidiary undertakings to be appended in certain cases)[19]. |
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(12) |
Omit the entry relating to section 244(3) of the 1985 Act (3 month extension of period allowed for delivering accounts where oversea interests)[20]. |
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(13) |
For the entry relating to section 245 of the 1985 Act (voluntary revision of accounts)[21] substitute— |
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Provision of Part 7 |
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Modification |
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“Section 245 (voluntary revision of accounts) |
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subsection (1) |
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For subsection (1) substitute— |
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“(1) If it appears to the members of a limited liability partnership that any annual accounts did not comply with the requirements of this Act, they may prepare revised accounts.”. |
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subsection (2) |
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(a) Omit the words ", report or review" in both places where they occur, and
(b) omit the words "laid before the company in general meeting or".
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subsection (3) |
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Omit the words from "or a revised summary financial statement" to the end. |
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subsection (4) |
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(a) In paragraph (a), omit the words ", statement, report or review",
(b) in paragraph (b), omit the words "or reporting accountant" and the words ", statement, report or review", and
(c) in paragraph (c)—
(i) for "where the previous accounts, report or review" substitute "where the previous accounts",
(ii) omit sub-paragraph (ii), and
(iii) omit the words from ", or where a summary financial statement" to the end.”.
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(14) |
For the entry relating to section 245A (Secretary of State's notice in respect of annual accounts, reports and reviews)[22] substitute— |
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Provision of Part 7 |
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Modification |
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“Section 245A (Secretary of State's notice in respect of annual accounts) |
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subsection (1) |
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(a) For paragraphs (a) and (b) substitute—
"a copy of a limited liability partnership's annual accounts has been delivered to the registrar,", and
(b) omit the words ", report or review".
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subsection (2) |
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Omit the words ", report or review" and the words "or a revised report or review". |
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subsection (3) |
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Omit the words ", report or review" in both places where they occur.
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subsection (4) |
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Omit the words ", revised directors' reports and revised operating and financial reviews" and the words ", reports or reviews" in both places where they occur.”. |
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(15) |
For the entry relating to section 245B (application in respect of defective accounts, reports and reviews)[23] substitute— |
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Provision of Part 7 |
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Modification |
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“Section 245B (application in respect of defective accounts, reports and reviews) |
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subsection (1) |
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Omit the words "or a directors' report or operating and financial review does not comply," and the words "or a revised report or review".
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subsection (3) |
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Omit paragraph (b). |
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subsection (3A) |
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Omit subsection (3A).
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subsection (4) |
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Omit the words ", report or review" in each place where they occur and the words "or a revised report or review". |
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subsection (5) |
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Omit the words ", report or review" in both places where they occur. |
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subsection (7) |
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Omit the words "revised directors' reports and revised operating and financial reviews," and the words ", reports or reviews" in both places where they occur.” |
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(16) |
After the entry relating to section 245B insert— |
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Provision of Part 7 |
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Modification |
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“Section 245C (other persons authorised to apply to court) |
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subsection (1)[24] |
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Omit the words “, directors' reports and operating and financial reviews in both places where they occur.”.
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(17) |
At the beginning of the entry relating to section 246A of the 1985 Act (special provisions for medium-sized companies)[25] insert— |
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“subsection (2A) |
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Omit subsection (2A).”. |
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(18) |
For the entry relating to section 247A (cases in which special provisions do not apply)[26] substitute— |
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Provision of Part 7 |
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Modification |
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“Section 247A (cases in which special provisions do not apply) |
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subsection (1B) |
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For subsection (1B) substitute— |
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“(1B) A limited liability partnership is ineligible if it is a person (other than a banking limited liability partnership) who has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on one or more regulated activities.”.”. |
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(19) |
After the entry relating to section 255D insert— |
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Provision of Part 7 |
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Modification |
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“Section 256A (reporting standards)[27] |
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Omit section 256A.”. |
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(20) |
In paragraph (a) of the entry relating to subsection (1) of section 262 of the 1985 Act (minor definitions)[28], for "and "credit institution"" substitute ""credit institution" and "quoted company"". |
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(21) |
In paragraph (a) of the entry relating to subsection (1) of section 262A of the 1985 Act (index of defined expressions)[29], after ""credit institution"" insert ""quoted company"". |
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(22) |
In the entry relating to paragraph 3 of Schedule 4 to the 1985 Act (movements in reserves; disclosure of dividends)[30], omit the entry relating to sub-paragraph (7)(b) and (c). |
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(23) |
Before the entry relating to paragraph 37 of Schedule 4 to the 1985 Act insert— |
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Provision of Part 7 |
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Modification |
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“Paragraph 35A[31] |
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Omit paragraphs (b), (c) and (d).”. |
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(24) |
In the entry relating to paragraph 3 of Schedule 8 to the 1985 Act (small company accounts: movements in reserves; disclosure of aggregate dividends)[32], omit the reference to sub-paragraph (7)(b). |
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(25) |
Before the entry relating to paragraph 37 of Schedule 8 to the 1985 Act insert— |
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Provision of Part 7 |
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Modification |
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“Paragraph 35A[33] |
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Omit paragraphs (b), (c) and (d).”. |
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| SCHEDULE 2 |
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| AMENDMENTS TO SCHEDULE 3 TO THE PRINCIPAL REGULATIONS |
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(1) |
Schedule 3 to the principal regulations is amended as follows. |
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(2) |
After the entry relating to section 1 of the 1986 Act (those who may propose an arrangement) insert— |
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Provisions |
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Modification |
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“Section 1A (moratorium)[34]
subsection (1) |
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For "the directors of an eligible company intend" substitute "an eligible limited liability partnership intends".
For "they" substitute "it".”.
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(3) |
In the entries relating to modifications to sections 2 to 7 of the 1986 Act where a proposal under section 1 has been made by the limited liability partnership— |
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(a) |
in the entry relating to section 2 (procedure where the nominee is not the liquidator or administrator)[35]— |
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(i) before the entry in relation to subsection (2) insert— |
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“subsection (1) |
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For "the directors do" substitute "the limited liability partnership does".”,
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(ii) in the entry relating to subsection (2), for "(a)" substitute "(aa)", and |
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(iii) in the entry relating to subsection (4) insert at the beginning of the modification to subsection (4) "In paragraph (a)" and at the end insert "In paragraph (b) for "that person" substitute "those designated members".", |
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(b) |
after the entry relating to section 4 (decisions of meetings) insert— |
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Provisions |
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Modifications |
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subsection (2) |
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Omit "— (a)".
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For "both meetings" substitute "the meeting".
Omit the words from ", or" to "that section".
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subsection (3) |
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Omit. |
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subsection (4) |
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Omit. |
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subsection (5) |
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Omit. |
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subsection (6) |
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Omit. |
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(c) |
in the entry relating to section 5 (effect of approval)[37], omit the entry relating to subsection (1), |
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(d) |
in the entry relating to section 6 (challenge of decisions)[38]— |
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(i) |
in the entry relating to subsection (1), omit the words ""meetings" substitute "meeting" and for", |
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(ii) |
in the entry relating to subsection (2), for "(a)" substitute "(aa)" and for "(aa) as follows— "(aa)"" substitute "(ab) as follows— "(ab)"", |
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(iii) |
in the substituted subsection (4), for "the approval given by the meeting" substitute "any decision approving the voluntary arrangement which has effect under section 4A", and |
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(iv) |
in the entry relating to subsection (5), omit the words "the first" and omit the words ", for the second "meetings" substitute "meeting"", |
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(e) |
after the entry relating to section 6 insert— |
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Provisions |
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Modifications |
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“Section 6A (false representations, etc)[39] |
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subsection (1) |
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Omit "members or".”,
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(f) |
in the entry relating to section 7 (implementation of proposal)[40]— |
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(i) |
omit the entry relating to subsection (1), |
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(ii) |
insert— |
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