UK Limited Partnerships – what next?

10 minute read
23 February 2024


We reported in the autumn of last year on new legislation that will introduce significant changes to the administration of UK limited partnerships (LPs), with the intention of increasing the accountability and transparency of these structures.

The Economic Crime and Corporate Transparency Act 2023 (Act) was given Royal Assent in October 2023. It will apply to all LPs (including private fund limited partnerships), both new and existing, as well as limited companies and LLPs as discussed in our article earlier this month. None of the provisions impacting on limited partnerships are currently in force, requiring secondary legislation that is yet to be published, so the timing remains unclear. Once the commencement date or dates have been announced, there will be a transitional period for existing LPs to meet the new requirements. However, LPs should already be preparing for the changes that will be necessary.

The purpose of this briefing is to flag the actions that will be required under the new legislation.

Requirements on registration

Provide information about the LP's partners

A statement of the "required information" about each person who is a partner in the LP and became a partner on the registration of the LP will need to be provided to the Registrar. The required information is:

  • Where the partner is an individual: (1) name, date of birth and nationality; (2) any relevant former names; (3) usual residential address; (4) the part of the United Kingdom in which the individual is usually resident or, if the individual is usually resident in a country or state outside the United Kingdom, that country or state; (5) in the case of a general partner, a service address (which may be stated as "The limited partnership's registered office").
  • Where the partner is a legal entity: (1) name; (2) principal office; (3) a service address (which may be stated as "The limited partnership's registered office"); (4) the legal form of the entity and the law by which it is governed; (5) in the case of a general partner, any register in which the general partner is entered and, if applicable, its registration number in that register.

Nominate a registered officer and named contacts

Every general partner (GP) which is a legal entity, will need to have a 'registered officer' i.e. a named individual with whom Companies House can make contact. Where the GP is a company, the registered officer must be a director, and where the GP is a limited liability partnership, an individual member of the LLP, and in any case the registered officer must not be disqualified from acting under director disqualification legislation. The effect of this new requirement is that every corporate GP must have at least one officer who is an individual, which has not been the case previously.

A GP which is a legal entity, will also need to either confirm that it does not have any corporate managing officers or, if it does, provide a named individual contact for each officer (a director where the officer is a company, and an individual member where the officer is a LLP).

Verify the identity of the registered officers and named contacts

The registered officer of a GP and named contacts of any corporate managing officers will need to have their identity verified. Secondary legislation is needed to establish the details of this, but it is anticipated that verification can be done in two ways: direct verification via Companies House, or verification by an authorised corporate service provider.

Appoint an authorised corporate service provider (ACSP)

ACSPs will be intermediaries such as accountants, lawyers and company formation agents who are registered with a supervisory body for anti-money laundering purposes; in other words, organisations which are able to provide the same level of assurance when verifying identity as verification through the direct route. An ACSP must have registered with Companies House for the purpose of carrying out these services.

Most filings to be made to Companies House on behalf of a LP will need to be made by an ACSP or an employee of an ACSP. This includes:

  • applications for registration;
  • changes of registered office/email address;
  • changes to officers of GPs;
  • changes relating to partners;
  • other changes in the partnership; and
  • confirmation statements.

The documents being filed must be accompanied by a statement that the individual doing the filing is either an ACSP or an employee of an ACSP, and that they have the relevant authority to deliver the documents in question and have completed all of the necessary identity verification checks on their clients.

LPs will need to consider whether their existing providers are willing to act as an ACSP and, given that ACSPs will probably need to be UK-based, able to act because they are based overseas.

Identify a registered office address

LPs will need to demonstrate a connection to the part of the UK in which they were established. This means they must have an appropriate registered office address, which is somewhere that a document addressed to the LP and delivered by hand or by post would be expected to come to the attention of a person acting on behalf of the LP and is capable of being acknowledged and recorded (not, for example, a PO Box). The address may be:

  • the LPs principal place of business;
  • the residential address or registered office of the GP; or
  • an address of an ACSP acting for the LP.

The consequence of this is that existing LPs whose principal place of business and general partner(s) are based outside of the UK, will need to use the address of an ACSP. In each case, the address must be in the part of the UK in which the LP is registered and must always stay in the original jurisdiction of registration.

Create a registered email address

LPs will also need to have an appropriate email address, which is an address where emails sent to the LP by the Registrar would be expected to come to the attention of a person acting on behalf of the LP. The address will not be in the public domain and will be solely for use by the Registrar to communicate with the LP.

After registration

Once the LP has been registered, the GP will have a duty to notify the Registrar within 14 days of changes in the information held, e.g. if a person ceases to be a limited or general partner, or there are any changes to the required information about any partner, or any changes in the identify of, or the required information about, a registered officer or named contact.

English LPs will have to provide an annual confirmation statement to Companies House within 14 days of each review period, to confirm that all the information on the register is correct, and deliver any necessary updates. Scottish limited partnerships are already subject to this requirement.

His Majesty's Revenue & Customs (HMRC) will have a new power to obtain a LP's accounts on written notice. There is, however, no new requirement for LPs to file accounts at Companies House for public viewing. The law in relation to the filing of accounts will remain the same.

How will this impact existing LPs?

Once the relevant provisions come into force, the GPs of existing LPs will have a transitional period of six months to provide the information referred to above (the required information about the partners, the registered office and registered email addresses, details of the registered officer and named contacts of GPs). In this context, bear in mind that the Registrar will have new powers under the legislation to confirm the dissolution of unresponsive LPs (see our earlier briefing on these powers).

It is important that general partners and fund managers review existing structures and start planning what they will need to do to ensure compliance once the relevant parts of the legislation come into force. For more insight on any of the points raised here, please contact Sharon Ayres.

NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Gowling WLG professionals will be pleased to discuss resolutions to specific legal concerns you may have.

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