Economic Crime and Corporate Transparency Act 2023

126 Confirmation statements

After section 10C of the Limited Partnerships Act 1907 (inserted by section 125 of this Act) insert—

“Confirmation statements

10D Duty to deliver confirmation statements

(1) The general partners in a limited partnership must, within the period of 14 days after each review period, deliver to the registrar a statement (a “confirmation statement”) confirming that any information required by subsection (2) is being delivered at the same time as the confirmation statement.

(2) The information that must be delivered at the same time as the confirmation statement is—

(a) a notice of any notifiable change in respect of which a notice under section 8N, 8R, 8S or 10A has not been delivered,

(b) a notice under section 8F if—

(i) the limited partnership’s registered office is not at an appropriate address within the meaning given by section 8E(2) when the confirmation statement is made, and

(ii) the limited partnership has not given a notice under section 8F that is awaiting registration by the registrar,

(c) a notice under section 8I if—

(i) the limited partnership’s registered email address is not at an appropriate email address within the meaning given by section 8H(2) when the confirmation statement is made, and

(ii) the limited partnership has not given a notice under section 8I that is awaiting registration by the registrar,

(d) a notice under section 8L(1) by each general partner that—

(i) is a legal entity,

(ii) has a registered officer who does not meet the requirements in section 8K(1)(a) to (c), and

(iii) has not given a notice under section 8L(1) that is awaiting registration by the registrar, and

(e) if any general partner that is a legal entity has one or more corporate managing officers—

(i) for which the named contact is not an individual who is a managing officer of the corporate managing officer, and

(ii) in respect of which the general partner has not given a notice under section 8L(2) that is awaiting registration by the registrar,

a notice under section 8L(2) by each such general partner in respect of each such corporate managing officer.

(3) For the purposes of this section, each of the following is a review period—

(a) where the limited partnership was registered before this section comes fully into force, the period—

(i) beginning with the date of the limited partnership’s registration, and

(ii) ending with the period of 6 months beginning when this section comes fully into force;

(b) where the limited partnership was registered after this section comes fully into force, the period of 12 months beginning with the date of the limited partnership’s registration;

(c) each period of 12 months beginning with the day after the end of the previous review period.

(4) But a review period may be shortened by the general partners—

(a) notifying the registrar of the shortened review period, and

(b) delivering the confirmation statement within the period of 14 days after that shortened review period.

(5) For the purpose of making a confirmation statement, the general partners in a limited partnership are entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the limited partnership otherwise.

(6) In this section a “notifiable change” means a change mentioned in section 8N(1), 8R(1), 8S(1) to (3) or 10A(2) that occurred during the review period.

10E Power to amend matters to be confirmed in confirmation statement

(1) The Secretary of State may by regulations make further provision about the matters that must be confirmed in a confirmation statement delivered under section 10D(1).

(2) The regulations may—

(a) amend or repeal the provisions of section 10D, and

(b) provide for exceptions from the requirements of that section as it has effect from time to time.

(3) Regulations under this section are subject to the affirmative resolution procedure.

10F Failure to deliver confirmation statement

(1) If the general partners fail to comply with section 10D(1) an offence is committed by each general partner who is in default.

(2) But where the general partner is a legal entity, it does not commit an offence as a general partner in default unless one of its managing officers is in default.

(3) Where any such offence is committed by a general partner that is a legal entity, or any such offence is by virtue of this subsection committed by a managing officer that is a legal entity, any managing officer of the legal entity also commits the offence if—

(a) the managing officer is an individual who is in default, or

(b) the managing officer is a legal entity that is in default and one of its managing officers is in default.

(4) A person guilty of an offence under this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

(5) The contravention continues until such time as the general partners have delivered the statement required by section 10D(1).

(6) A general partner or managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.”