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Administrative Restoration of a Limited Liability Partnership

Administrative restoration of a partnership

Administrative Restoration of an LLP

In certain situations, Companies House may dissolve a limited liability partnership (LLP) because it appears that the business is not trading or is no longer in operation. This can happen where the LLP does not submit the necessary documents and annual return or annual accounts at the appropriate time, when official mail to the registered office is returned undelivered or when the LLP appears to have no members.

In this situation the registrar will send two formal letters to the registered office address, asking if the LLP is still in operation. If no response is forthcoming, he will place an advert in the appropriate Gazette stating his intentions to strike off the LLP. After three months of this notice, and in the absence of a response, the LLP will be struck off.

Restoring the LLP to the Register: clearly this is a serious matter if indeed the registrar is mistaken and the LLP wishes to continue trading. This situation can arise if there has perhaps been a mix up over registered offices or where returns have not been submitted properly. In this situation all is not lost because the LLP can apply for an "administrative restoration" to place the LLP back on the register.

For any LLP to be considered for an administrative restoration, it has to satisfy certain conditions. It must have been carrying on business at the time it was dissolved and it must have been struck off under sections 1000 and 1001 of the Companies Act 2006 or section 652 of the Companies Act 1985. It must apply to the registrar for restoration no later than six years after being dissolved.

Bringing the record up to date: in order for the administrative restoration to be considered, the LLP must submit all outstanding documents and reports to Companies House. They must also pay any outstanding fines and penalties associated with late filing. In some cases the registrar will not permit the administrative restoration and in this event the LLP has 28 days to apply to the court for restoration.

Other complications can occur where another LLP has adopted the same or similar name while the struck off LLP has been absent from the register. In this case the LLP will have to be reinstated under a different name. Initially, this can be the LLP's registration number but in this case a new name will have to be chosen within 14 days of restoration.