Administrative restoration of a limited liability partnership to the register
Administrative restoration of a limited liability partnership to the register

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Administrative restoration of a limited liability partnership to the register
  • Why restore an LLP to the register?
  • Application of CA 2006 to LLPs
  • What is administrative restoration?
  • When can an application be made?
  • Conditions
  • Crown consent
  • How to apply for administrative restoration
  • Registrar’s decision
  • Effect of the restoration
  • more

Why restore an LLP to the register?

When a limited liability partnership (LLP) has been struck off, it may be possible to make an application to the Registrar of Companies to restore that LLP to the register using the administrative restoration procedure.

Common reasons for restoring an LLP to the register using the administrative restoration procedure include:

  1. that the LLP was still carrying on business or was in operation at the time that the Registrar struck off the LLP, and

  2. the LLP still owned property when it was struck off and dissolved, which has now vested as bona vacantia

Application of CA 2006 to LLPs

An LLP is a corporate body formed under the Limited Liability Partnerships Act 2000 (LLPA). The majority of law applicable to LLPs is actually modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (Regulations) specify the provisions of the Companies Act 2006 (CA 2006) that apply to LLPs with appropriate modifications, including provisions relating to the administrative restoration of an LLP.

What is administrative restoration?

The administrative restoration procedure was introduced by the CA 2006 as a simple way to restore an LLP to the register without the need to