Restoration of a limited liability partnership to the register by court order
Restoration of a limited liability partnership to the register by court order

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

  • Restoration of a limited liability partnership to the register by court order
  • Why restore an LLP to the register?
  • Application of CA 2006 to LLPs
  • When can an application be made?
  • Who can make an application?
  • Time limit
  • Process
  • The court’s order
  • Effect of restoration
  • LLP name

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 court for an order to restore it to the register. There are many reasons for restoring an LLP to the register, including:

  1. to enable a claim to be brought against the LLP

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

  3. that the LLP was struck off by the Registrar while the LLP was still carrying on business

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 restoration of an LLP by court order.

When can an application be made?

An application to the court to restore an LLP to the register may be made where an LLP:

  1. has