Administrative Restoration of a Dissolved LLP

Restoring a limited liability partnership to the register

Following the establishment of a Limited Liability Partnership (LLP), managing its administrative responsibilities can be quite challenging. It is essential to timely submit documents such as the LLP's annual returns and annual accounts to Companies House. Additionally, a registered office address must be maintained for receiving all regulatory communications. Occasionally, an LLP may inadvertently breach these numerous regulations, which could lead to its removal from the register.

Such a situation may arise if the LLP neglects to file required statutory documents, if official correspondence is returned as undeliverable, or if there appears to be no active members within the LLP. In these cases, the registrar will issue two formal warning letters to the registered office address, inquiring about the LLP's operational status. If there is no response to these letters, a notice will be published in the appropriate Gazette indicating the registrar's intention to dissolve the LLP. Should three months elapse without any reply, the LLP will be removed from the register.

IUnder certain conditions, an administrative error may lead to this situation. For instance, there could be confusion regarding the registered office address, resulting in misplaced correspondence. Additionally, annual returns might have been inaccurately completed and not properly recorded. This issue poses a significant concern for the LLP; however, it can sometimes be rectified. If the striking off occurred due to an error, the LLP can be reinstated to the register through a process referred to as ‘administrative restoration’.

To qualify for this process, specific criteria must be satisfied. Firstly, the LLP must have been struck off in accordance with section 652 of the Companies Act 1985 or sections 1001 and 1002 of the Companies Act 2006. Furthermore, it must have been actively trading at the time of its striking off and must apply for restoration within six years from the date of being struck off.

For the administrative restoration to succeed, the LLP is required to update its records by submitting all outstanding returns and reports to Companies House. It must also pay any penalties and fines incurred due to late or missing filings. Nonetheless, the restoration of the limited liability partnership is not guaranteed, and the registrar may refuse to reinstate the LLP. In such an event, the LLP has 28 days to appeal the decision in court. If a third party has registered an LLP with a similar or identical name while the original LLP was struck off, it must be restored under a new name. Initially, this could be the LLP's registration number, but it must be changed to a new name within 14 days.