Limited Partnerships Act 1907

[F1 8E Duty to ensure registered office at appropriate address U.K.

(1) The general partners in a limited partnership must ensure that its registered office is at all times at an appropriate address.

(2) An address is an “appropriate address” if—

(a) in the ordinary course of events—

(i) a document addressed to the limited partnership, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the limited partnership, and

(ii) the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery,

(b) it is in the part of the United Kingdom in which the limited partnership is registered, and

(c) it is at least one of the following—

(i) the address of the principal place of business of the limited partnership;

(ii) the usual residential address of a general partner who is an individual;

(iii) the address of the registered or principal office of a general partner that is a legal entity;

(iv) an address of an authorised corporate service provider that is acting for the limited partnership.

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

(4) 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.

(5) 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.

(6) 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.

(7) 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.

(8) Subsection (1) does not apply in relation to a limited partnership during any period for which the address of its registered office is an address nominated by the registrar by virtue of regulations made under section 8G.]

Textual Amendments

F1 Ss. 8E-8G and cross-heading 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(4), 219(1)(2)(b)

Modifications etc. (not altering text)

C1 S. 8E excluded (temp.) (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. 114(4)(5)(a), 219(1)(2)(b)