§ 5 In the schedule, page 15, line 15, leave out ("incorporated as a limited liability partnership with that name.") and insert ("a limited liability partnership or oversea limited liability partnership.")
§ Lord McIntosh of HaringeyI beg to move that the House do agree with the Commons in their Amendment No. 5. When the Trade and Industry Select Committee of the other place undertook its review of the limited liability partnership legislation, we told the committee that it was our intention that company legislation which requires that oversea companies prominently display the company's name and country in which it is incorporated would also be applied to oversea-registered limited liability partnerships by regulation, and that that would include the requirement to display that information on letterheads and all notices and other official publications of the limited liability partnership. That remains our intention.
Therefore, it was queried with us why we were additionally planning to prevent the use of the phrase "limited liability partnership" at the end of the title of an oversea registered LLP. That would cause particular difficulties for existing oversea LLPs, many of whom are required, by the legislation of the jurisdiction in which they are registered, to include exactly those words.
We concluded, as a result, that it was unnecessary and unreasonable both to restrict the use of the words "limited liability partnership" in the title of oversea LLPs and to require that they display their place of registration on all their publications. The latter should prove wholly sufficient to notify clients that they are dealing with an oversea entity.
On a related point, the noble Lord, Lord Phillips of Sudbury, will remember that at an early stage of the Bill I undertook that we should amend the application in regulations of Section 351(a) and 351(b) of the Companies Act 1985 to limited liability partnerships so as to require firms that use the abbreviation "LLP" after their names to mention on their business letters and order forms that they are limited liability partnerships. That will show clearly to those who are unfamiliar with the acronym "LLP" that they are dealing with a limited liability entity.
135 Clearly, the existing wording in paragraph 4 would not actually prevent the use of the words "limited liability partnership" in the title or name of an oversea-registered LLP. It would merely prevent those being the last words in the title. The regulatory requirement to display the place of registration will be far more effective to alert clients to the fact that the firm with which they are dealing is registered oversea.
Moved, That the House do agree with the Commons in their Amendment No. 5.—(Lord McIntosh of Haringey.)
§ On Question, Motion agreed to.