Application requirements and documentation

1. Eligibility

A. A LLP candidate shall be a body corporate formed by being incorporated in England and Wales under the Limited Liability Partnerships Act 2000 and registered as such with the Registrar of Companies.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.2 A}

2. Members’ Agreement

B. The members of a LLP shall enter into a members’ agreement which shall:

a) satisfy the requirements as to its form and content set out in paragraph 6. in LLP applicants;

b) be in terms approved by the Council; and

c) other than in respect of Schedule 2 thereof, not be amended or varied in any manner without the prior written consent of the Council and shall be amended or varied in the manner required by the Council.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.2 B}

3. Structure

C. The structure of a LLP candidate shall comprise:

 a) at least one member who is not a ‘Non-contributing member’;

 b) two corporate ‘Non-contributing members’, identified as such in the LLP members’ agreement, at least one of which shall be a connected company of that LLP candidate’s members’ agent.

D. A Non-contributing member of the LLP shall not make any contribution of capacity to the LLP, nor provide any FAL to support the LLP’s underwriting, nor participate in its profits or losses.

E. At least one of the designated members of the LLP shall be a corporate Non-contributing member which is a connected company of that LLP candidate’s members’ agent.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.2 C.-E}

4. Continuing obligations of the LLP

F. The LLP shall ensure that:

a) the requirements of the Limited Liability Partnerships Act 2000 are at all times complied with in respect of the LLP; and

b) at all the times the LLP comprises a minimum of two members.

G. The LLP shall not cause or permit any of the events listed below to occur, unless the Council has given its prior written consent:

 a) a merger between the LLP and any other corporate member or LLP;

 b) an insolvency event in relation to the LLP;

 c) any event requiring the agreement of the Council under any of the provisions of the Membership parts of the Consolidated Requirements (including those in this Application requirements and documentation section); or

 d) any other event which the Council may prescribe for the purposes of this LLP Applicants section.

H. The LLP shall promptly deliver to the Council a copy of:

 a) any notice of resignation given by a member of the LLP;

 b) any notice of transfer of a member of the LLP’s interest in the LLP;

 c) any notice of intention of a member of the LLP to change his country of residence or his nationality or his domicile; or

 d) any notice of an insolvency event relating to a member of the LLP.

I. The LLP shall promptly notify the Council in writing of the occurrence of any of the following, together, in each case, with such information as the Council may specify:

 a) the resignation of a member of the LLP;

 b) the appointment of an auditor of the LLP;

 c) the auditor of the LLP vacating office;

 d) the occurrence of any insolvency event in relation to the LLP;

 e) a material change in any information furnished to the Council;

 f) upon becoming so aware, the death of any member of the LLP; and

 g) any other event which the Council may prescribe for the purposes of this Application requirements and documentation section.

J. The members of the LLP shall be responsible for the selection of the syndicates on which the LLP at any time is to participate or the decision for the LLP to participate through a MAPA, and in each case the level of such participation.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.2 F.-J}

5. Admission to membership of the LLP

K. No person may be admitted as a member of a LLP without the prior written consent of the Council. Without prejudice to the generality of this paragraph K, the Council shall have regard to the following factors in determining whether to grant its approval:

 a) the financial position of the candidate member;

 b) in the case of an individual, the country of residence, nationality and domicile of the candidate member;

 c) in the case of a body corporate, the country under the laws of which the candidate member has been incorporated;

 d) the manner in which the LLP has been promoted to the candidate member and any advice which the candidate member has received; and

 e) the manner in which and the countries in which interests in or securities of the candidate member have been promoted.

L. Subject to paragraph C in LLP applicants, a member of the LLP shall be either an individual or a body incorporated with limited liability under the laws of England & Wales or Scotland.

M. An application for approval of a candidate member of the LLP shall be:

 a) made in whichever of the prescribed forms is applicable in the circumstances;

 b) submitted to the Council in accordance with the published timetable before 1 January of the year in which the admission of that candidate partner is to take effect or such later date as the Council may permit;

 c) accompanied by a questionnaire on fitness and propriety in whichever of the prescribed forms is applicable in the circumstances (unless exempted from the requirement to provide one pursuant to paragraph 7.1C of the Membership & Underwriting Conditions and Requirements).

N. Every candidate member shall execute, or procure the execution of such deeds and other documents, in a form approved by the Council, binding the candidate member to observe and perform the terms of the members’ agreement of the relevant LLP.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.2 K.-N}

6. Form and content of a LLP members’ agreement

O. The agreement shall be expressed to be governed by and required to be construed in accordance with the laws of England and Wales.

P. Other than in relation to the contents of Schedule 2, the agreement shall not be capable of being varied or amended in any manner whatsoever without the prior consent in writing of the Council, provided that no such variation or amendment shall be made if it would result in any of the members losing day to day control of the LLP.

Q. The provisions of the agreement shall be varied or amended in such manner as the Council shall require from time to time with effect from 1 January in any year provided notification of the requirement shall be given in writing to the LLP not less than three months before that date, and provided that no such variation or amendment shall be made if it would result in any of the members losing day to day control of the LLP.

R. The accounting reference date of the LLP shall be 31 December (or such other date as the Council may with prior written consent permit) and the accounting reference period of the LLP shall correspond to a calendar year.

S. A transfer of a member’s share may relate to the whole or part of the transferor's interest in the LLP. A transfer shall be carried out in accordance with the requirements of the agreement and may only be made with the consent of and to a transferee approved by the Council.

T. The agreement shall provide that the members of the LLP may not, without the written consent of the Council:

 a) determine by resolution that the LLP is to be wound up voluntarily; or

 b) determine by resolution that the designated members may present a petition to a court to wind up the LLP pursuant to the Insolvency Act 1986 on the grounds that the LLP is unable to pay its debts within the meaning of s. 123 of that Act.

U. Resignation:

 a) A member of the LLP who wishes to resign must give notice of resignation no later than 30 September in any year, subject to the designated members agreeing (with the prior written consent of the Council) to accept notice after that date.

 b) The notice of resignation shall only take effect at the year end following the date as from which the last relevant year of account of every syndicate of which the LLP was a member remaining open is closed by reinsurance to close or is otherwise finally provided for. A ‘relevant year of account’ for this purpose is a year of account in respect of which the member is entitled to share in the underwriting profits or losses of the LLP on that year of account.

 c) A resigning member shall cease to be a member of the LLP at the end of the period referred to in paragraph (b) above.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.2 O.-U}

1. Stage 1 application documentation

A. Lloyd’s prescribed Stage 1 forms must be completed and submitted in accordance with paragraph 1.B. in Application process.

B. Application form (CMIF88).

C. Lloyd’s Membership Agreement (Form MA(EW)).

D. Fitness and Propriety questionnaire for every director of the company candidate (unless exempted from the requirement to provide one pursuant to paragraph 7.1 C. of the Membership and Underwriting Conditions and Requirements) (PIF250, CIF251, TIF262).

E. Fitness and Propriety questionnaire for every controller of the company candidate (unless exempted from the requirement to provide one pursuant to paragraph 7.1 C. of the Membership and Underwriting Conditions and Requirements of these conditions and requirements) (PIF250, CIF251, TIF262 or PLIF263).

F. Certificate of incorporation of the company candidate (or equivalent constitutional documents) and any shareholders’ agreements relating to the company candidate (and to any holding company).

G. Detailed structure chart, identifying: all controllers of the company candidate and all connected companies (including the level of interest, both equity and voting, held by each controller in the company which it controls); the jurisdiction in which each controller is incorporated (including the registration number of the corporate controller or equivalent if registered outside the UK); where a controller is a regulated entity, the name of the regulatory body and its regulator’s reference number (where applicable); all insurance and reinsurance carriers, underwriting agents, corporate members and Lloyd's brokers within the group; and whether any company is listed on any stock exchange.

H. Any marketing material including any information memorandum issued by, in relation to or on behalf of, the company candidate containing any invitation to acquire an interest in the company candidate, or containing information calculated to lead persons to do so.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.3 A.-H}

2. Stage 2 application documentation 

I. The documentation listed in Application Documentation – all corporate candidates relevant to all applicants.

J. If the company candidate is controlled by an individual member, or controlled by an individual who controls another member (including a member which is a LLP or SLP in which that individual participates), a deed of undertaking in the appropriate prescribed form.

K. Any documentation required to be provided pursuant to paragraph C. in Funds at Lloyd’s: Members capital – provision and maintenance.

L. If the company candidate has for the time being no members’ agent, a duly completed corporate member’s syndicate list.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.3 I.-L}

1. Stage 1 application documentation

A. Lloyd’s prescribed Stage 1 forms must be completed and submitted in accordance with paragraph [1.B. in Consolidated Requirements Part 1 > Becoming a Member > Admission to membership > Application for Admission > Application process].

B. Application form (CMIF88).

C. Lloyd’s Membership Agreement (MA (LLP)).

D. Fitness and Propriety questionnaire from every member of the LLP (PIF250) (unless exempted from the requirement to provide one pursuant to [paragraph 7.1 C. of the Membership and Underwriting Conditions and Requirements]).

E. The LLP candidate's certificate of incorporation.

F. The application for incorporation of the LLP candidate (PLIF263).

G. Any marketing material including any information memorandum issued by, in relation to or on behalf of, the LLP candidate containing any invitation to acquire an interest in the LLP candidate, or containing information calculated to lead persons to do so.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.4 A.-G}

2. Stage 2 application documentation

H. The documentation listed in [Consolidated Requirements Part 1 > Becoming a Member > Application requirements and documentation > Application Documentation – all corporate candidates] applicable to all applicants in the appropriate prescribed form for a LLP candidate.

I. If a member of the LLP candidate is an individual member, or controls another member (including a member which is a SLP of which that individual is a partner), a deed of undertaking in the appropriate prescribed form.

J. The LLP candidate’s members’ agreement signed by all members of the LLP.

K. Any other constitutional documents of the LLP candidate or agreements between any of the LLP candidate’s proposed members.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.4 H.-K}

Stage 2 Application Documentation to be provided by all corporate candidates

A. Premiums trust deed in the prescribed form for general business, and, where applicable, in the prescribed form for long term business.

B. Subject to paragraph 10.2B [in the Membership & Underwriting Conditions and Requirements], any opinion(s) of Legal Adviser(s) required by the Council in whichever of the prescribed forms is applicable in the circumstances.

C. Managing agent’s confirmation relating to introductory commissions in the prescribed form.

D. Members’ agent’s confirmation(s) relating to introductory commissions and syndicate selection in the prescribed form.

E. Power of Attorney and Declaration of Representative (Form CM35B) in the prescribed form.

F. United States Federal Income Tax Questionnaire (Corporate Member) (Form CM36) in the prescribed form with such amendments (if any) as the Council may approve.

G. Application for Employer Identification Number (SS-4) in the prescribed form.

H. US Tax Agreement (Corporate Member) in the prescribed form with such amendments (if any) as the Council may approve.

I. Combined Substitute Form W-8 – Certificate of Foreign Status and Substitute Form W-9 – Request for Taxpayer Identification Number and Certification in the prescribed form.

J. Subject to paragraph 10.2B [in the Membership & Underwriting Conditions and Requirements], an Auditors’ undertaking in the prescribed form.

K. Notice of Provision of the Lloyd’s Deposit, in whichever of the prescribed forms is applicable.

L. One or more of the following FAL trust deeds, in whichever of the prescribed forms is applicable:

  a) Deposit Trust Deed (General business);

  b) Deposit Trust Deed (Long term business);

  c) Deposit Trust Deed (Third Party deposit) (General business);

  d) Deposit Trust Deed (Third Party deposit) (Long term business);

  e) Security and Trust Deed (Letter of Credit and Guarantee) (General business);

  f) Security and Trust Deed (Letter of Credit and Guarantee) (Long term business);

M. LOC or Guarantee (if any), in whichever of the prescribed forms is applicable.

N. Credit institution confirmation, in the applicable prescribed form.

O. Agency agreements, in the prescribed forms.

P. Customer Agreement and LFOA, in whichever of the prescribed forms is applicable.

^{Membership & Underwriting Conditions and Requirements, Appendix 1, paragraph A1.5}