UK Offence Report

Duty to notify registrar of changes

paragraph 167D(4) of SCHEDULE 1 of The Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016

This offence was read from the text as made, and no revised version was available, so a later revocation could not be ruled out. Check the current text at legislation.gov.uk.

What the provision says

4 If default is made in complying with this section, an offence is committed by—

a the LLP, and

b every designated member of the LLP who is in default.

Text as made, from legislation.gov.uk. © Crown copyright, reused under the Open Government Licence v3.0. This is the text as originally made; later amendments are not shown here.

Who it binds, and what has to be proved

Binds
a person
Conduct
breaching the provision
Fault element
Strict liability
Burden of proof
No statutory defence — prosecution proves everything

The prosecution must prove that the conduct happened. This is a strict liability offence as drafted: the provision uses no word of intention, knowledge, recklessness or negligence, so there is no need to show that a person meant to do it, knew about it, or was careless.

Intention, knowledge and carelessness are irrelevant to guilt. They may still matter a great deal to sentence.

The provision states no defence, so the prosecution bears the burden on every element of the offence.

Classifier’s reasoning: no word of intention, knowledge, recklessness or negligence in the offence or its provision.

What would breach paragraph 167D(4) of SCHEDULE 1?

These are illustrations, not law. They are generated from the provision’s own words to show the shape of the offence. Whether any particular conduct is caught depends on the full text, on any amendment since, and on the facts.

  1. Doing what the provision prohibits, or failing to do what it requires under the Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2016.

Penalty

Mode of trial
Summary only — tried in a magistrates’ court
Maximum fine
Unlimited
Standard scale
Level 5
Maximum prison (summary)
Not determined

level 5 is unlimited in England and Wales for offences committed on or after 12 March 2015 (LASPO 2012 s.85, S.I. 2015/664).

Sentencing

Offences of this kind are usually sentenced under the guidelines below. This is a mapping by subject, not a finding about this provision, and the links go to a search of the Sentencing Council’s own site.

Prosecution figures

No published per-offence figure was found for this provision, and it could not be matched to a Ministry of Justice offence code. Offences created by statutory instrument very largely do not have one. Absence of a figure is not evidence that the offence is unused.

Status and lifecycle

Current status
Status not determined
Made
6 June 2016
In force from
30 June 2016
Extent
Not stated

How this was established: read from the text as made; no revised version available, so later revocation could not be ruled out.

What the instrument is for

(This note is not part of the Regulations) — the explanatory note published with the instrument, © Crown copyright.

These Regulations apply with modifications various company filing changes made by the Small Business, Enterprise and Employment Act 2015 (c.26) (“the 2015 Act”) to limited liability partnerships and unregistered companies, as well as making amendments to other instruments in consequence of those changes. These Regulations also prescribe the classification scheme for company type and the classification system for a company’s principal business activities for the purposes of section 9(5A) and (5B) and section 853C(3) of the Companies Act 2006 (“the 2006 Act”). Section 92 of the 2015 Act replaced the requirement in Part 24 of the 2006 Act for companies to deliver an annual return to the registrar with a requirement for companies to deliver a confirmation statement. Section 94 of and Schedule 5 to the 2015 Act also amends the 2006 Act so that companies can choose to keep information held on their register of members, register of directors and register of company secretaries at the registrar as an alternative to keeping that information on the registers at the company. Regulation 3 and Schedule 1 to these Regulations amends the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804) (“the 2009 Regulations”) to apply the changes made by sections 92 and 94 of and Schedule 5 to the 2015 Act to LLPs with modifications. It also makes other consequential amendments to the 2009 Regulations to reflect the changes made by the 2015 Act. Regulation 4 and Schedule 2 to these Regulations amends the Unregistered Companies Regulations 2009 (S.I. 2009/2436). It applies the requirement for companies to deliver a confirmation statement under Part 24 of the 2006 Act to unregistered companies which prior to these Regulations were required to deliver an annual return. Regulation 5 and Schedule 3 to these Regulations contains amendments to other instruments and includes amendments made in consequence of the aforementioned changes made by the 2015 Act. Previously, a company’s annual return was required under section 855 of the 2006 Act to contain information about the company’s type and its principal business activities. Information as to the company’s type was required to be given by reference to the classification scheme prescribed in regulation 5 of and Schedule 1 to the Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 (S.I. 2008/3000) and information as to the principal business activities was permitted to be given by reference to the classification system prescribed in regulation 6 of and Schedule 2 to those Regulations. Under section 853C of the 2006 Act (duty to notify a change in the company’s principal business activities) a company is required to notify the registrar of a change in its principal business activities at the same time as making a confirmation statement. The information as to the company’s principal business activities may be given by reference to one or more categories of a prescribed system of classifying business activities. In addition, section 9 of the 2006 Act sets out the documents that must be delivered to the registrar for a new company to be incorporated. Alongside these registration documents, under sections 9(5A) and (5B) information must also be delivered to the registrar as to the proposed company’s type and principal business activities. This information may also be given by reference to a prescribed system. Regulation 6 and Schedule 4 to these Regulations therefore prescribe the classification scheme for company type, while Regulation 7 and Schedule 5 prescribe the classification system for a company’s principal business activities for the purposes of section 9(5A) and(5B) and section 853C(3) of the 2006 Act. The substance of these classifications is consistent with the previous system set out in S.I. 2008/3000 for the purpose of a company’s annual return. A full impact assessment of the effect that this instrument will have on the costs of business and the voluntary sector is available from the Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET and is published with the Explanatory Memorandum alongside the instrument on www.legislation.gov.uk.

Read the full note and every offence in this instrument

Other offences in the same instrument

How this was identified as an offence

Everything above rests on the judgement that this provision creates a criminal offence, rather than mentioning one. That judgement is made by rule, from the words of the provision, and this is the rule that made it — with a confidence of 0.55.

Basis
c06_offence_committed
Confidence
0.55 of 1.00

A provision that states a penalty for an offence created elsewhere can read very like one that creates an offence, and the rules can mistake the one for the other. If the text quoted above sets a penalty for something made an offence by another provision, treat the classification on this page with that in mind, and read the instrument.

Check the source