Office of Public Sector Information

(3) Where more than one issue is made of debentures in the series, particulars of the date and amount of each issue of debentures of the series must be sent to the registrar for entry in the register of charges.

(4) Failure to comply with subsection (3) does not affect the validity of any of those debentures.

(5) Subsections (3) to (7) of section 878 apply for the purposes of this section as they apply for the purposes of that section but as if for the reference to the registration of the charge there was substituted a reference to the registration of the series of debentures.

Additional registration requirement for commission etc in relation to debentures

883.—(1) Where any commission, allowance or discount has been paid or made either directly or indirectly by an LLP to a person in consideration of his—

(a) subscribing or agreeing to subscribe, whether absolutely or conditionally, for debentures in an LLP, or

(b) procuring or agreeing to procure subscriptions, whether absolute or conditional, for such debentures,

the particulars required to be sent for registration under section 878 shall include particulars as to the amount or rate per cent. of the commission, discount or allowance so paid or made.

(2) The deposit of debentures as security for a debt of the LLP is not, for the purposes of this section, treated as the issue of debentures at a discount.

(3) Failure to comply with this section does not affect the validity of the debentures issued.”.

Charges on property outside the United Kingdom

41.  Section 884 applies to LLPs, modified so that it reads as follows—

“Charges on property outside United Kingdom

884.  Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the copy of the instrument creating or purporting to create the charge may be sent for registration under section 878 even if further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situated.”.

The register of charges

42.  Sections 885 to 888 apply to LLPs, modified so that they read as follows—

“Register of charges to be kept by registrar

885.—(1) The registrar shall keep, with respect to each LLP, a register of all the charges requiring registration under this Chapter.

(2) In the case of a charge to the benefit of which holders of a series of debentures are entitled, the registrar shall enter in the register the required particulars specified in section 882(2).

(3) In the case of any other charge, the registrar shall enter in the register the following particulars—

(a) if it is a charge created by an LLP, the date of its creation and, if it is a charge which was existing on property acquired by the LLP, the date of the acquisition,

(b) the amount secured by the charge,

(c) short particulars of the property charged,

(d) the persons entitled to the charge, and

(e) in the case of a floating charge, a statement of any of the provisions of the charge and of any instrument relating to it which prohibit or restrict or regulate the LLP’s power to grant further securities ranking in priority to, or pari passu with, the floating charge, or which vary or otherwise regulate the order of ranking of the floating charge in relation to subsisting securities.

(4) The registrar shall give a certificate of the registration of any charge registered in pursuance of this Chapter, stating—

(a) the name of the LLP and the person first-named in the charge among those entitled to the benefit of the charge (or, in the case of a series of debentures, the name of the holder of the first such debenture issued), and

(b) the amount secured by the charge.

(5) The certificate—

(a) shall be signed by the registrar or authenticated by the registrar’s official seal, and

(b) is conclusive evidence that the requirements of this Chapter as to registration have been satisfied.

(6) The register kept in pursuance of this section shall be open to inspection by any person.

The period allowed for registration

886.—(1) The period allowed for registration of a charge created by an LLP is—

(a) 21 days beginning with the day after the day on which the charge is created, or

(b) if the charge is created outside the United Kingdom, 21 days beginning with the day after the day on which a copy of the instrument by which the charge is created or evidenced could, in due course of post (and if despatched with due diligence) have been received in the United Kingdom.

(2) The period allowed for registration of a charge to which property acquired by an LLP is subject is—

(a) 21 days beginning with the day after the day on which the transaction is settled, or

(b) if the property is situated and the charge was created outside the United Kingdom, 21 days beginning with the day after the day on which a copy of the instrument by which the charge is created or evidenced could, in due course of post (and if despatched with due diligence) have been received in the United Kingdom.

(3) The period allowed for registration of particulars of a series of debentures as a result of section 882 is—

(a) if there is a deed containing the charge mentioned in section 882(1), 21 days beginning with the day after the day on which that deed is executed, or

(b) if there is no such deed, 21 days beginning with the day after the day on which the first debenture of the series is executed.

Entries of satisfaction and relief

887.—(1) Subsection (2) applies if a statement is delivered to the registrar verifying with respect to any registered charge—

(a) that the debt for which the charge was given has been paid or satisfied in whole or in part, or

(b) that part of the property charged has been released from the charge or has ceased to form part of the LLP’s property.

(2) If the charge is a floating charge, the statement must be accompanied by either—

(a) a statement by the creditor entitled to the benefit of the charge, or a person authorised by him for the purpose, verifying that the statement mentioned in subsection (1) is correct, or

(b) a direction obtained from the court, on the ground that the statement by the creditor mentioned in paragraph (a) could not be readily obtained, dispensing with the need for that statement.

(3) The registrar may enter on the register a memorandum of satisfaction (in whole or in part) regarding the fact contained in the statement mentioned in subsection (1).

(4) Where the registrar enters a memorandum of satisfaction in whole, he shall, if required, furnish the LLP with a copy of the memorandum.

(5) Nothing in this section requires the LLP to submit particulars with respect to the entry in the register of a memorandum of satisfaction where the LLP, having created a floating charge over all or any part of its property, disposes of part of the property subject to the floating charge.

Rectification of register of charges

888.—(1) Subsection (2) applies if the court is satisfied—

(a) that the failure to register a charge before the end of the period allowed for registration, or the omission or mis-statement of any particular with respect to any such charge or in a memorandum of satisfaction—

(i) was accidental or due to inadvertence or to some other sufficient cause, or

(ii) is not of a nature to prejudice the position of creditors of the LLP, or

(b) that on other grounds it is just and equitable to grant relief.

(2) The court may, on the application of the LLP or a person interested, and on such terms and conditions as seem to the court just and expedient, order that the period allowed for registration shall be extended or, as the case may be, that the omission or mis-statement shall be rectified.”.

Avoidance of certain charges

43.  Section 889 applies to LLPs, modified so that it reads as follows—

“Charges void unless registered

889.—(1) If an LLP creates a charge to which section 878 applies, the charge is void (so far as any security on the LLP’s property or any part of it is conferred by the charge) against—

(a) the liquidator of the LLP,

(b) an administrator of the LLP, and

(c) any creditor of the LLP,

unless that section is complied with.

(2) Subsection (1) is without prejudice to any contract or obligation for repayment of the money secured by the charge; and when a charge becomes void under this section the money secured by it immediately becomes payable.”.

LLPs’ records and registers

44.  Sections 890 to 892 apply to LLPs, modified so that they read as follows—

“Copies of instruments creating charges to be kept by LLP

890.—(1) Every LLP shall cause a copy of every instrument creating a charge requiring registration under this Chapter to be kept available for inspection.

(2) In the case of a series of uniform debentures, a copy of one debenture of the series is sufficient.

LLP’s register of charges

891.—(1) Every LLP shall keep available for inspection a register of charges and enter in it all charges specifically affecting property of the LLP, and all floating charges on any property of the LLP.

(2) There shall be given in each case a short description of the property charged, the amount of the charge and, except in the case of securities to bearer, the names of the persons entitled to it.

(3) If a member of the LLP knowingly and wilfully authorises or permits the omission of an entry required to be made in pursuance of this section, he commits an offence.

(4) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.

Instruments creating charges and register of charges to be available for inspection

892.—(1) This section applies to—

(a) documents required to be kept available for inspection under section 890 (copies of instruments creating charges), and

(b) an LLP’s register of charges kept in pursuance of section 891.

(2) The documents and register must be kept available for inspection—

(a) at the LLP’s registered office, or

(b) at a place specified in Part 2 of the Companies (Company Records) Regulations 2008 (S.I. 2008/3006).

(3) The LLP must give notice to the registrar—

(a) of the place at which the documents and register are kept available for inspection, and

(b) of any change in that place,

unless they have at all times been kept at the LLP’s registered office.

(4) The documents and register shall be open to the inspection—

(a) of any creditor or member of the LLP without charge, and

(b) of any other person on payment of the fee prescribed by regulation 2(d) of the Companies (Fees for Inspection of Company Records) Regulations (S.I. 2008/3007).

(5) If default is made for 14 days in complying with subsection (3) or an inspection required under subsection (4) is refused, an offence is committed by—

(a) the LLP, and

(b) every member of the LLP who is in default.

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(7) If an inspection required under subsection (4) is refused the court may by order compel an immediate inspection.”.