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1 October 2009 will bring significant changes for LLPs, which from that date will need to comply with a number of new statutory provisions. Members, particularly designated members, will be affected by the new provisions on the register of members, incorporation document, annual returns and the LLP's registered address.

Register of members

From 1 October 2009, every LLP will be required to keep a register of members containing the following information in respect of each member (sections 162-165 of the Companies Act 2006 (CA 2006)):

• the member's name (and, in the case of an individual, any former name by which he was known for business purposes);
• an address for service of documents or, in the case of a corporate or firm member, the address of its registered or principal office (many individual members may wish to cite as their address for service 'The LLP's registered office', and they are specifically entitled to do this);
• in the case of an individual member, his date of birth and the country or state (or part of the UK) in which he is usually resident;
• in the case of a corporate member, particulars of its legal form, governing law and registration details (special requirements apply to an EEA company to which the First Company Law Directive (68/151/EEC) applies); and
• whether the member is a designated member.

The register must be kept available for inspection, either at the LLP's registered office or at its 'alternative inspection location', and the registrar must be notified of the place of inspection. Any member is entitled to inspect it free of charge, and any other person may do so upon payment of a fee. The court will compel inspection unless there are exceptional circumstances.

Every LLP will be required, in addition, to keep a register of the usual residential addresses of members who are individuals. But there is no requirement to make this register available for inspection.

The LLP may keep its registers in electronic form, but if so, the registers must be capable of being reproduced in hard copy form; and precautions must be taken to guard against falsification.

If the LLP fails to maintain either of the new registers relating to members, an offence is committed by it, and by every designated member who is 'in default'.

The incorporation document

The incorporation document for a new LLP will need to contain, in relation to the first members, the information which is specified for the two registers, but that part of the incorporation document containing residential addresses will not be open to public inspection on a search at Companies House.

Annual return

As is already the case, every LLP will be required each year to deliver an annual return to the Registrar of Companies.

The CA 2006, as modified for LLPs, specifically provides that annual returns made up to a date on or after 1 October 2009 are to contain, in addition to the address of the LLP's registered office (already required), the following information:

• the particulars of the LLP's members, individual and corporate, required to be contained in the register of members, except that former names of individual members need not be included unless a member was known by that name during the period dealt with by the return; and
• if any LLP records (eg accounting records or register of members or register of charges) are kept at a place other than the LLP's registered office, the address of that place, and details of the records that are kept there.

Alternative inspection location

We have referred above to an LLP's 'alternative inspection location' as a place other than the LLP's registered office where the register of members may be kept available for inspection. The same applies to an LLP's charges register and copies of charges, and any register of debenture holders '“ all of which are open to public inspection. An LLP may keep any or each of these items open for inspection either at its registered office or at a location designated as its 'alternative inspection location'. This alternative location must be a place which is situated in the part of the UK in which the LLP is registered, and must be notified to the registrar. An LLP can only have one alternative inspection location.

Forms

The new forms specified by the CA 2006, including those to be used for applying for incorporation, notifying the alternative inspection location and/or the annual return, can be found at www.companieshouse.gov.uk/ forms/ formsAvailable.shtml.

Members, and professionals advising LLPs and their members, should be aware that the forthcoming changes do not bring LLPs completely into line with companies. Certain significant differences remain. For example, the CA 2006 brought in key changes to directors' duties, and these have still not been (and are unlikely to be) applied to LLP members.

For most members, the key decision for them before 1 October is whether they want their residential addresses or the LLP's address to feature in the register of members. Designated members should ensure that a compliant register is being compiled.