Limited Partnerships Act 1907

[F1 8A Application for registration U.K.

(1) An application for registration must—

(a) specify the firm name, complying with section 8B, under which the limited partnership is to be registered,

[F2 (aa) specify the intended address of the limited partnership’s registered office, which must be an appropriate address within the meaning given by section 8E(2),

(ab) specify which of the addresses mentioned in section 8E(2)(c) the intended address is,]

[F3 (ac) specify the intended registered email address of the limited partnership, which must be an appropriate email address within the meaning given by section 8H(2),]

(b) contain the details listed in subsection (2) [F4 or (3)] ,

(c) be [F5 signed or otherwise] authenticated by or on behalf of each [F6 proposed] partner, and

(d) be made to the registrar for the part of the United Kingdom in which the principal place of business of the limited partnership is to be situated.

[F7 (1A) An application for registration of a limited partnership which specifies that the intended address of its registered office is an address mentioned in section 8E(2)(c)(iv) must be accompanied by a statement by the authorised corporate service provider confirming that the address is the authorised corporate service provider’s address.]

[F8 (1B) The application must also contain a statement that none of the proposed general partners is disqualified under the directors disqualification legislation (see subsection (8)).]

[F9 (1C) The application must be accompanied by a statement by each proposed general partner that is a legal entity (if any) specifying the name of its proposed registered officer, who must be an individual—

(a) who is one of the general partner’s managing officers,

(b) who is not disqualified under the directors disqualification legislation (see subsection (8)), and

(c) whose identity is verified (within the meaning of section 1110A of the Companies Act 2006).

(1D) The application must also be accompanied by one of the following statements by each proposed general partner that is a legal entity (if any)—

(a) a statement that the general partner does not have any corporate managing officers, or

(b) if the general partner has one or more corporate managing officers, a statement specifying, for each corporate managing officer, the name of the proposed named contact for the corporate managing officer.

(1E) The proposed named contact for a corporate managing officer must be an individual who is a managing officer of the corporate managing officer.

(1F) A statement under subsection (1C) must—

(a) contain the required information about the proposed registered officer (see Part 3 of the Schedule), and

(b) be accompanied by a statement by the individual who is the proposed registered officer confirming that the individual—

(i) is one of the general partner’s managing officers,

(ii) is not disqualified under the directors disqualification legislation (see subsection (8)), and

(iii) is an individual whose identity is verified (within the meaning of section 1110A of the Companies Act 2006).

(1G) A statement under subsection (1D)(b) must—

(a) contain the required information about each proposed named contact specified in the statement (see Part 4 of the Schedule), and

(b) be accompanied by a statement by each proposed named contact confirming that the proposed named contact is a managing officer of the corporate managing officer concerned.]

(2) [F10 Except in the case of an application that is accompanied by an application for designation as a private fund limited partnership, the required] details are—

[F11 (a) the general nature of the partnership business,]

[F11 (a) the intended general nature of the limited partnership’s business,]

(b) the [F12 name of each] [F12 required information about each proposed] general partner,

(c) the [F13 name of each] [F13 required information about each proposed] limited partner,

(d) the amount of the capital contribution of each [F14 proposed] limited partner (and whether the contribution is paid in cash or in another specified form),

(e) the address of the proposed principal place of business of the limited partnership, and

(f) the term (if any) for which the limited partnership is to be entered into (beginning with the date of registration).

[F15 (2A) The details referred to in subsection (2)(a) about the general nature of the partnership business may be given by reference to one or more categories of any system of classifying business activities prescribed by regulations made by the Secretary of State for the purposes of this section.]

[F16 (3) In the case of an application that is accompanied by an application for designation as a private fund limited partnership, the required details are—

(a) the [F17 name of each] [F17 required information about each proposed] general partner,

(b) the [F18 name of each] [F18 required information about each proposed] limited partner, and

(c) the address of the proposed principal place of business of the limited partnership.]

[F19 (3A) For the required information about a proposed general partner or a proposed limited partner see Part 2 of the Schedule.]

[F20 (4) An application for registration of a limited partnership whose principal place of business is to be situated in Scotland must contain a statement of initial significant control.

(5) The statement of initial significant control must—

(a) state whether, on registration, there will be any person who will count as either a registrable person or a registrable relevant legal entity in relation to the limited partnership for the purposes of regulation 10 of the Scottish Partnerships PSC Regulations (duty to investigate and obtain information),

(b) include the required particulars of any person identified under paragraph (a), and

(c) if there is no person identified under paragraph (a), state that fact.

(6) It is not necessary to include under subsection (5)(b) the date on which a person becomes a registrable person or a registrable relevant legal entity in relation to the limited partnership.

(7) If the statement of initial significant control includes required particulars of a registrable person, it must also contain a statement that those particulars are included with the knowledge of that individual.

(8) In this section—

• [F21 “disqualified under the directors disqualification legislation”—

  (a)

  in relation to a statement about a person delivered to the registrar for England and Wales or Scotland, means that the person falls within any of the entries in the first column of Part 1 of the table in section 159A of the Companies Act 2006;

  (b)

  in relation to a statement about a person delivered to the registrar for Northern Ireland, means that the person falls within any of the entries in the first column of Part 2 of that table;]

• “the Scottish Partnerships PSC Regulations” means the Scottish Partnerships (Register of People with Significant Control) Regulations 2017;

• “registrable person”, “registrable relevant legal entity” and “required particulars” have the same meaning as in the Scottish Partnerships PSC Regulations.]]

[F22 (9) Regulations under subsection (2A) are subject to the negative resolution procedure.]

Textual Amendments

F1 Ss. 8-8C substituted for s. 8 (1.10.2009) by Legislative Reform (Limited Partnerships) Order 2009 (S.I. 2009/1940), arts. 2, 3(2), 4-7 (with art. 9)

F2 S. 8A(1)(aa)(ab) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 113(3)(a), 219(1)(2)(b)

F3 S. 8A(1)(ac) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 116(2), 219(1)(2)(b)

F4 Words in s. 8A(1)(b) inserted (6.4.2017) by The Legislative Reform (Private Fund Limited Partnerships) Order 2017 (S.I. 2017/514), arts. 1(2), 2(7)(a)

F5 Words in s. 8A(1)(c) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 121(2), 219(1)(2)(b)

F6 Word in s. 8A(1)(c) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 110(4)(a), 219(1)(2)(b)

F7 S. 8A(1A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 113(3)(b), 219(1)(2)(b)

F8 S. 8A(1B) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 118(2)(a), 219(1)(2)(b)

F9 S. 8A(1C)-(1G) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 119(3), 219(1)(2)(b)

F10 Words in s. 8A(2) substituted (6.4.2017) by The Legislative Reform (Private Fund Limited Partnerships) Order 2017 (S.I. 2017/514), arts. 1(2), 2(7)(b)

F11 S. 8A(2)(a) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 125(2), 219(1)(2)(b)

F12 Words in s. 8A(2)(b) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 110(4)(b), 219(1)(2)(b)

F13 Words in s. 8A(2)(c) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 110(4)(b), 219(1)(2)(b)

F14 Word in s. 8A(2)(d) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 110(4)(c), 219(1)(2)(b)

F15 S. 8A(2A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 112(a), 219(1)(2)(b)

F16 S. 8A(3) inserted (6.4.2017) by The Legislative Reform (Private Fund Limited Partnerships) Order 2017 (S.I. 2017/514), arts. 1(2), 2(7)(c)

F17 Words in s. 8A(3)(a) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 110(4)(d), 219(1)(2)(b)

F18 Words in s. 8A(3)(b) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 110(4)(d), 219(1)(2)(b)

F19 S. 8A(3A) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 110(4)(e), 219(1)(2)(b)

F20 Ss. 8A(4)-(8) inserted (24.7.2017) by The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694), regs. 1(2), 4(2)

F21 Words in s. 8A(8) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 118(2)(b), 219(1)(2)(b)

F22 S. 8A(9) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 112(b), 219(1)(2)(b)