UK Offence Report

Amendments to Part 5 (an LLP’s members)

regulation 6(2) of The Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025

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

Members: offence of failure to notify of changes 167L

1 If an LLP fails, without reasonable excuse, to comply with section 167G, 167H or 167I, an offence is committed by—

a the LLP, and

b every 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 This is the text as originally made; later amendments are not shown here.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
failing to do something the instrument requires
Fault element
Strict liability
Burden of proof
An element of the offence, for the prosecution to prove

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.

“Without reasonable excuse” here is an element of the offence rather than a defence, so its absence is for the prosecution to prove (R v Charles [2009] EWCA Crim 1570).

Classifier’s reasoning: no word of intention, knowledge, recklessness or negligence in the offence or its provision; qualified by reasonable excuse (an element; prosecution disproves once raised).

The defence, as drafted

nce of failure to notify of changes 167L 1 If an LLP fails, without reasonable excuse, to comply with section 167G, 167H or 167I, an offence is committed by— a the LLP, and b every member of the LLP who is in default.

What would breach regulation 6(2)?

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. Not doing what the provision requires under the Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025, by the time it requires it to be done.
  2. Doing it, but not in the manner or to the standard the instrument specifies.

Penalty

Mode of trial
Either way — magistrates’ court or Crown Court
Maximum fine
Unlimited
Standard scale
Level 5
Maximum prison (summary)
6 months
Maximum prison (on indictment)
1 year

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); imprisonment expressed as the general limit in a magistrates' court (Sentencing Act 2020 s.224(1A)); 12 months as at the latest change. Note the limit is keyed to the date of conviction, while the standard scale is keyed to the date of the offence, so a single date is an approximation here; imprisonment expressed as the general limit in a magistrates' court (Sentencing Act 2020 s.224(1A)); 12 months as at the latest change. Note the limit is keyed to the date of conviction, while the standard scale is keyed to the date of the offence, so a single date is an approximation here; imprisonment expressed as the general limit in a magistrates' court (Sentencing Act 2020 s.224(1A)); 12 months as at the latest change. Note the limit is keyed to the date of conviction, while the standard scale is keyed to the date of the offence, so a single date is an approximation here; imprisonment expressed as the general limit in a magistrates' court (Sentencing Act 2020 s.224(1A)); 12 months as at the latest change. Note the limit is keyed to the date of conviction, while the standard scale is keyed to the date of the offence, so a single date is an approximation here; imprisonment expressed as the general limit in a magistrates' court (Sentencing Act 2020 s.224(1A)); 12 months as at the latest change. Note the limit is keyed to the date of conviction, while the standard scale is keyed to the date of the offence, so a single date is an approximation here; imprisonment expressed as the general limit in a magistrates' court (Sentencing Act 2020 s.224(1A)); 12 months as at the latest change. Note the limit is keyed to the date of conviction, while the standard scale is keyed to the date of the offence, so a single date is an approximation here.

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
18 September 2025
In force from
Not determined
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 company law provisions concerning identity verification, prohibitions on the appointment of disqualified directors, and the removal of the requirement to keep certain “local” registers of information relating to directors and persons with significant control (“PSC”), as reformed by the Economic Crime and Corporate Transparency Act 2023 (c. 56) (“the 2023 Act”), to limited liability partnerships (“LLPs”). Most of the provisions in these Regulations come into force when section 167M of the Companies Act 2006 (c. 46) (“the 2006 Act”) comes into force. Certain provisions relating to PSCs come into force immediately after section 790LA of the 2006 Act comes into force. Provisions relating to the delivery of a statement that a member or PSC of a limited liability partnership is not disqualified under the director disqualification legislation will come into force only when section 167G of the 2006 Act comes fully into force. Regulations 13 to 16 of these Regulations contain transitional and saving provisions relating to the abolition of local register provisions being applied to LLPs. In regulations 13 and 14, where an LLP was required to make a note in its register of members or PSC register under one of the provisions in column 1 of the relevant table, it will instead be required to give a notice to the registrar of the change under the corresponding provision in column 2, and will have 14 days from the day that section 43 of the 2023 Act comes into force to do so. Regulation 15 saves provisions requiring notification of changes to an LLP’s PSCs. Regulation 16 makes transitional provision in relation to delivery of identity verification statements of existing members of LLPs. A full impact assessment has not been prepared for this instrument because the measures within this instrument were assessed within the impact assessment produced for the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 (S.I. 2025/50) and the 2023 Act, copies of which are published on legislation.gov.uk. A hard copy may be obtained from the Department for Business and Trade, Old Admiralty Building, London SW1A 2DY.

Read the full note and every offence in this instrument

What Parliament said

Mentions of this instrument in Hansard. Parliamentary material is reused under the Open Parliament Licence v3.0.

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