The Registrar cannot restore a limited liability partnership to the register without a Court Order. When the Registrar receives an office copy of the Court Order for restoration, a limited liability partnership is regarded as having continued in existence as if it had not been struck off and dissolved.

1. Who can apply to have a limited liability partnership restored to the register?

For limited liability partnerships struck off following a Form LLP652a application: any of the parties who must be notified of the application can apply to the Court within 20 years of dissolution for the name of the dissolved limited liability partnership to be restored to the register. The Court may order restoration if it is satisfied that:

1. the person was not given a copy of the limited liability partnership’s application;
2. the limited liability partnership’s application involved a breach of the conditions of the application; or
3. for some other reason it is just to do so.

The Secretary of State may also apply to the Court for restoration if this is justified in the public interest.

For limited liability partnerships struck off at the instigation of the Registrar: the limited liability partnership, or its creditor, can apply to the Court for restoration within 20 years of the dissolution. When a limited liability partnership applies for its own restoration, a member of the limited liability partnership must also be an applicant to give any necessary undertakings to the Court.

Where a limited liability partnership is dissolved: the liquidator or any other interested party such as a creditor can apply to the Court for the dissolution to be declared void. In most cases an application must be made within two years of dissolution, but it can be made at any time if its purpose is to bring proceedings against a limited liability partnership for:

1. damages for personal injuries including any sum under Section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (funeral expenses); or
2. damages under the Fatal Accidents Act 1976 or the Damages (Scotland) Act 1976.

2. Which courts do I apply to for a Restoration Order?

You can apply to The Court of Session or Sheriff Court in the Sheriffdom in which the limited liability partnership has its registered office.

3. How do I serve documents?

The petition should be served on:

The Lord Advocate
Crown Office
25 Chambers Street
Edinburgh
EH1 1LA
DX: ED310
LP - 4 Edinburgh 2

and:

The Registrar of Companies
Companies House
37 Castle Terrace
Edinburgh
EH1 2EB
DX: ED235 Edinburgh 1

The Registrar will accept delivery by post (recorded delivery is recommended). He will also accept delivery by hand at Companies House Edinburgh during normal office hours.

An agent may represent the Registrar of Companies and/or the Lord Advocate at the hearing.

4. What evidence must I give?

The Court will require evidence covering service of the petition on the Registrar of Companies and the Lord Advocate.

The Court will usually require background information on the limited liability partnership. This can be provided in the petition (its form is prescribed in the rules of court) and may include:

1. when the limited liability partnership was incorporated and the nature of its objects (a copy of the certificate of incorporation and the incorporation document should be attached);
2. its membership and officers;
3. its trading activity and, if applicable, when it stopped trading;
4. an explanation of any failure to deliver accounts, annual returns or notices to the Registrar of Companies;
5. details of the striking-off and dissolution;
6. comments on the limited liability partnership’s solvency;
7. any other information that explains the reason for the application.
8. The Registrar will provide information to assist in an application to the Court. Before the Court hearing, he will normally ask for:
9. delivery of any statutory documents to bring the limited liability partnership’s public file up to date.
10. the correction of any irregularities in the limited liability partnership’s structure.

5. Are there costs or penalties?

Yes. The applicant (s) may be expected to meet the costs of the Registrar in relation to the restoration. The limited liability partnership may also be required to meet the Registrar’s expenses and must normally pay any statutory penalties for late filing of accounts delivered to the Registrar outside the period allowed by the Companies Act 1985 (as applied to limited liability partnerships by regulation 3 of the Limited Liability Partnerships Regulations 2001). The penalties that may be due are:

1. unpaid penalties outstanding on accounts delivered late before the limited liability partnership was dissolved; and
2. penalties due for accounts delivered on restoration, if the accounts were overdue at the date the limited liability partnership was dissolved.

The level of any late filing penalty depends on how late the accounts are the Registrar receives them, as shown in the table below. In the case of accounts delivered on restoration, the period during which the limited liability partnership was dissolved is normally disregarded. For example, a set of accounts that should have been delivered 2 months before a limited liability partnership was dissolved are normally regarded as 2 months late if they are delivered on restoration - the late filing penalty is still £100.

Late filing penalties are not normally collected for accounts received on restoration that became due while the limited liability partnership was dissolved.

6. What happens when the order for restoration is made?

On completion of the order, a certified copy interlocutor should be delivered to the Registrar of Companies. The limited liability partnership is considered restored upon delivery.

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