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Economic Crime And Corporate Transparency Act 2023

Contents

Part 2 – Limited partnerships etc

Meaning of ‘limited partnership’

Section 109: Meaning of ‘limited partnership’

  1. This section omits section 5 of Limited Partnerships Act 1907 which states that ‘every limited partnership must be registered as such in accordance with the provisions of this Act’ and inserts a definition of limited partnership into the Act (which is consistent with the definition in section 1099 of the Companies Act 2006). It also clarifies that deregistration under new section 26 is the only way a limited partnership can cease to be a limited partnership without also ceasing to be a partnership at all.
  2. This section also amends section 1099 of the Companies Act 2006 to make clear that the Registrar is obliged to maintain only those limited partnerships that are registered as such under the 1907 Act within the Registrar’s index of names, thereby ensuring that the Registrar is not under any obligation to maintain names of defunct limited partnerships within that index.

Required information about limited partnerships

Section 110: Required information about partners

  1. This section amends section 3 of the Limited Partnerships Act 1907 to insert new definitions of ‘body corporate’, ‘managing officer’, ‘legal entity’ and ‘service address’, and inserts a new schedule into the Limited Partnerships Act 1907 which sets out the required information about partners, and legal entity partners’ "registered officers", that the section obliges them to provide to the Registrar.
  2. This section also refers to Schedule 4 of the Act which inserts a Schedule into the Limited Partnerships Act 1907 setting out the required information about partners.

Section 111: Required information about partners: transitional provision

  1. This section is a transitional provision that requires general partners of limited partnerships which was registered under the Limited Partnerships Act 1907 before section 110 comes into force to deliver a statement to the Registrar with the required information about each partner of the limited partnership within a six-month transitional period. Failure to do so is to be treated, in the absence of any evidence to the contrary, as a reasonable cause for the Registrar to believe that the limited partnership is dissolved for the purposes of the power to confirm dissolution of the partnership (as a prelude to removing it from the index of names).

Section 112: Details about general nature of partnership business

  1. Section 8A(2) of the Limited Partnership Act 1907 already requires that the general nature of the partnership business be provided to the Registrar at the registration stage. This section amends section 8A to specify that limited partnerships must use a standard system of classification (as prescribed in regulations) to specify the nature of their business. This will facilitate interrogation of the register to determine the purpose or purposes for which limited partnerships are being used.
  2. It is intended that the UK Standard Industrial Classification of Economic Activities 2007 will be used, aligning with pre-existing requirements on companies. This may be amended, and there will be an option for partnerships who cannot find an appropriate category to provide a description.

Registered offices

Section 113: A limited partnership’s registered office

  1. This section inserts new section 8E into the Limited Partnerships Act 1907 which places a duty on general partners of limited partnerships to ensure that the firm’s registered office is at all times at an "appropriate address" at which to receive correspondence and that is in their jurisdiction of registration of the limited partnership. The general partner(s) is(are) responsible for keeping this address up to date and new section 8F provides the mechanism by which the general partners can change the address of their registered office.
  2. Under new section 8G, the Secretary of State may by regulations give the Registrar a power to change a limited partnership’s registered office address should it not meet the requirements set out in section 8E. This power mirrors that in section 1097A of the Companies Act 2006, as amended by section 103.
  3. Current legislation requires a limited partnership to propose a principal place of business in the part of the United Kingdom that they register. The legislation is silent on whether the principal place of business can move abroad, though many limited partnerships do so, and without notifying the Registrar of changes to the partnership. This, and the fact that the existing legislation does not require partners to provide another address, means that there are many instances where the Registrar has no address to use for communicating with a limited partnership. This also means that United Kingdom limited partnerships can be set up with no other connection to the United Kingdom.
  4. Under the new provisions, the registered office must be at an appropriate address and must always be in the original jurisdiction of registration. It must be one of (a) the principal place of business (if this does not move outside the relevant jurisdiction); (b) the usual residential address of a general partner who is an individual; (c) the address of the registered office of a general partner which is a legal entity; or (d) an address provided by an authorised corporate service provider.
  5. Failure by the general partners to maintain the firm’s registered office at an appropriate address within new section 8E will mean that those general partners will be guilty of an offence and may face penalties.
  6. This section also amends section 3 of the Limited Partnerships Act 1907 to provide for the meaning of ‘authorised corporate service provider’, and amends section 8A to specify that the registered office address must be specified as part of the application for registration of a limited partnership.

Section 114: A limited partnership’s registered office: transitional provision

  1. This section provides for a six-month transitional period during which the general partners of existing limited partnerships must submit a statement specifying the firm’s registered office. The duty to maintain a registered office at an appropriate address, and its associated criminal sanction for failure, do not apply to general partners of existing firms until the end of the transition period or, if earlier, the delivery of the statement. Failure to do so is to be treated, in the absence of any evidence to the contrary, as a reasonable cause for the Registrar to believe that the limited partnership is dissolved.

Section 115: A limited partnership’s registered office: consequential amendments

  1. This section amends Regulation 2 of the Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773) by specifying that a reference to ‘registered office’ under the definition of a UK Alternative Investment Fund (AIF), Gibraltar AIF and EEA AIF in relation to a limited partnership is to be read as a reference to its principal place of business. The effect of this amendment is that it is a limited partnership's principal place of business, not a registered office, which determines what type of alternative investment fund it is.
  2. This is because a UK limited partnership will, under the new provisions of this Act, be required to have a registered office in their jurisdiction of registration. The effect of this new requirement is that limited partnerships which were non-UK AIFs (including Gibraltar and EEA AIFs) would have been reclassified as UK AIFs, which would have made them subject to new regulatory and governance requirements. This amendment ensures that the status quo of UK limited partnerships in the AIF legislative framework is maintained.

Registered email addresses

Section 116: A limited partnership’s registered email address

  1. This section amends section 8A of the Limited Partnerships Act 1907 and inserts new sections 8H and 8I. These amendments stipulate that applications for registration must contain a registered email address and places a duty on all general partners to maintain an appropriate email address. An email address is appropriate if, in the ordinary course of events, emails sent to it by the Registrar would be expected to come to the attention of a person acting on behalf of the limited partnership. Failure to comply with the duty will be an offence and the general partner(s) could be liable to a fine. New section 8I contains a mechanism by which a limited partnership’s registered email address may be changed.
  2. This will allow the Registrar to communicate with the general partners of a limited partnership, for example to provide updates, notices and reminders that are of importance to limited partnerships.

Section 117: A limited partnership’s registered email address: transitional provision

  1. Given that general partners do not now provide the Registrar with an email address, this section gives the general partners a six-month transition period in which to submit their email address to the Registrar and comply with provisions in sections 8H and 8I.
  2. If the general partner does not provide a registered email address within the specified period, in the absence of evidence to the contrary, the failure is to be treated by the Registrar as reasonable cause to believe that the limited partnership has been dissolved.

The general partners

Section 118: Restrictions on general partners

  1. Currently, any person may be a general partner of a UK limited partnership.
  2. This section amends section 8A of the Limited Partnerships Act 1907 by inserting a requirement on registration for confirmation that a limited partnership’s proposed general partners are not disqualified under the director’s disqualification legislation. New section 8J inserts a duty on the general partners to take any steps necessary to remove a general partner who is disqualified.
  3. New section 8J also sets out the meaning of disqualified general partners. It is intended to apply the new disqualification provisions in the Companies Act 2006 (as set out in sections 36 to 39 of the Act) to general partners of limited partnerships. Section 8J(3) clarifies, which elements of the definition of a "disqualified under the directors disqualification legislation" under section 159A of the Companies Act 2006 apply to general partners in a limited partnership.
  4. If the general partners fail to comply with the duty imposed upon them by this section, they will be liable to an offence. For those general partners that are legal entities, the offence will only fall on them if their managing officers are default. A general partner who is guilty of this offence may be liable on conviction to a fine.

Section 119: Officers of general partners

  1. This section amends sections 3 and 8A and inserts new sections 8K to 8Q into the Limited Partnerships Act 1907. These provisions set out that, on application for registration of a limited partnership, general partners that are legal entities must specify the name or names of a proposed registered officer and that the registered officer must have their identity verified. This will make it possible to contact an individual person in general partners that are legal entities and increase transparency of these general partners.
  2. New section 8K sets out the duty to maintain a registered officer and named contacts. The managing officer must not be a disqualified under the directors disqualification legislation in the meaning of section 8J(3) and must have their identity verified. The general partner must at all times have a valid registered officer and named contact.
  3. New section 8L sets out that a general partner may change its registered officer and named contacts by giving notice to the Registrar and new section 8M sets out the general partner’s duty to notify the Registrar of changes to the registered officer. New section 8N places a duty on general partner which has one or more corporate managing officers to notify the Registrar of a named contact, and new section 8O requires general partners to notify the Registrar of any changes in relation to the named contact. New section 8P makes it an offence for failing to comply with sections 8K, 8M, 8N or 8O. New section 8Q provides that regulations may authorise the Registrar to change a registered service address of a registered officer in specified circumstances.

Section 120: Officers of general partners: transitional provision

  1. This section is a transitional provision. It gives general partners of existing limited partnerships which are legal entities a six-month period to comply with the new requirements about registered officers and named contacts that are being introduced by section 119 of this Act.
  2. By "existing", this means limited partnerships that are registered in pursuance of an application for registration delivered to the Registrar before the Limited Partnership Act 1907 is amended by section 119.
  3. Section 120(2) provides that, general partners which are legal entities and which became general partners on registration must deliver within the six month transitional period a statement that contains information about their registered officer. They must also either confirm that they do not have any managing officers that are legal entities or, if they have more than one managing officer that is a legal entity, the must provide a proposed contact for each managing officer.

Removal of option to authenticate application by signature

Section 121: Removal of option to authenticate application by signature

  1. This section amends sections 8A and 8D of the Limited Partnerships Act 1907 by removing the need for a signature, or otherwise, when applying for registration of a limited partnership or designation as a private fund limited partnership.
  2. The Government does not think this is a necessary requirement and it aligns with new provisions that impose obligations on general partners to deliver statements, or other documents, and which do not require a signature.

Changes in partnerships

Section 122: Notification of information about partners

  1. This section inserts new sections 8R to 8W into the Limited Partnership Act 1907. New section 8R requires general partners to notify the Registrar of changes to a limited partnership’s partners. New section 8S requires general partners to notify the register of changes to required information about partners (including confirmation that general partners which are legal entities have a registered officer who is compliant with identity verification requirements). New section 8T concerns notifying the Registrar about changes occurring in the period between application for the limited partnership’s registration and its registration.
  2. New section 8U provides that if the general partners fail to comply with sections 8R, 8S or 8T, then they will have committed an offence and are liable on conviction to a fine. New section 8V prohibits new general partners from managing the limited partnership until a notice is given under section 8R. If this prohibition is not complied with, then that general partner commits an offence and is liable on conviction to a fine.
  3. New section 8W gives a power to the Secretary of State to authorise or require the Registrar to change the service address or principal office of a general partner if they do not meet the necessary requirements. This supports the Registrar in maintaining an accurate record of information on general partners.

Section 123: New partners: transitional provision about required information

  1. This section is a transitional provision. It gives general partners in limited partnerships a six-month period in which to deliver a statement to the Registrar specifying the required information about partners that joined the partnership after registration but before section 122 comes fully into force.
  2. The required information has the meaning given by the provisions in Schedule 4 of this Act. The six-month period begins when section 122 comes into force.
  3. If the general partners do not submit the required statement as set out in section 123(2), and there is no evidence to the contrary, the Registrar will have reason to believe that the limited partnership has been dissolved.

Section 124: New general partners: transitional provision about officers

  1. Similarly to section 120, this section is a transitional provision that requires existing limited partnerships to comply with the requirements that are being introduced by section 122 (Notification of information about partners) of this Act within a six-month period.
  2. By existing, this means limited partnerships that are registered before the Limited Partnership Act 1907 is amended by section 122.
  3. Information must be provided in a statement, as per section 124(2), on general partners who are legal entities and became a general partner before section 122 came into force but after registration of their limited partnership.
  4. The statement should contain information about their corporate managing officer. They must also either confirm that they do not have any corporate managing officers that are legal entities or, if they have more than one corporate managing officer that is a legal entity, the must provide a named contact for each managing officer.

Section 125: Notification of other changes

  1. This section amends section 8A of the Limited Partnerships Act 1907 by substituting text concerning the intended nature of the limited partnership’s business. It also omits section 9 and inserts new sections 10A to 10C, which require a limited partnership to notify the Registrar of changes to the firm name, principal place of business, or other changes including where these occur before registration, and the offences associated with failing to do so.
  2. If a limited partnership changes its principal place of business after application but before it is registered, the Registrar will not know where the partnership is operating from or what the nature of its business is if this changes too. This is because there is currently no requirement to update the Registrar of changes to its name, place of business, and the nature of the business.
  3. New section 10A places a duty on general partners to notify the Registrar of such changes. New section 10B places a duty on general partners to notify the Registrar if the address of the principal place of business has changed since the application for registration. New section 10C provides that general partners who fail to comply with the duties in sections 10A and 10B commit an offence and are liable on conviction to a fine.
  4. These amendments will provide the Registrar with greater transparency which could, for example, help support law enforcement agencies by providing them with up-to-date information on the limited partnership.

Section 126: Confirmation statements

  1. This section inserts new sections 10D to 10F into the Limited Partnerships Act 1907. The purpose of these amendments is to assist in keeping the register up to date. New section 10D places a duty on general partners to deliver statements to the Registrar within 14 days after each review period specifying what, if any, changes have been made to the limited partnership, as well as confirming the address of the registered office. A review period is every twelve months from the date the limited partnership registered or last submitted a statement. Limited partnerships may shorten the review period by submitting a confirmation statement or by notifying the Registrar of their intent and submitting it within 14 days after the date of that review period. Limited partnerships who are already registered will have a six-month period after this section comes into force to make their first submission.
  2. New section 10E allows for the Secretary of State to make regulations to amend the matters which need to be confirmed in a confirmation statement. New section 10F provides that general partners who fail to comply with the duty in section 10D commit an offence and are liable on conviction to a fine.
  3. These changes will help to maintain the accuracy of the register by ensuring that key information relating to limited partnerships are kept up to date on a consistent basis.

Section 127: Confirmation statements: Scottish partnerships

  1. This section amends the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017.694) by substituting paragraphs (4) and (5) in regulation 37, which relate to the proper delivery of confirmation statements. These are replaced with a new paragraph stating that a Scottish partnership should assume a confirmation statement has been properly delivered unless notified otherwise by the Registrar, aligning these regulations with the policy for the rest of the United Kingdom.

Accounts

Section 128: Power for HMRC to obtain accounts

  1. This section inserts section 10G to the Limited Partnership 1907. This amendment creates a power for the Secretary of State to make regulations that require the general partners to prepare accounts and, on request, make available accounting information to the HMRC.
  2. An example of these regulations in use would be to request information if there is reason to believe that the limited partnership may have undertaken fraudulent activity or HMRC receives a request from law enforcement bodies on specific limited partnerships. It also brings limited partnership law into greater alignment with that of companies who are already required to submit accounting information.

Dissolution, winding up and sequestration

Section 129: Dissolution and winding up: modifications of general law

  1. This section amends sections 4 and 6 of the Limited Partnerships Act 1907. Section 4 defines a limited partnership and section 6 modifies the general law in the case of limited partnerships. The amendments to section 4 provide clarity around the status and a liability of a limited partner following dissolution or deregistration of a limited partnership and the amendments to section 6 provide for the dissolution and winding up of a limited partnership. The amendments generally have the effect of changing section 6’s modifications to the general law so those modifications apply to all kinds of limited partnerships, not just private fund limited partnerships.
  2. The amendment to section 4 clarifies that limited partners are not liable for any new debts and obligations of the limited partnership after its dissolution under section 38 of the Partnership Act 1890.
  3. New section 6(2A) makes it clear that a limited partnership is not dissolved under the Partnership Act 1890 by the bankruptcy of a partner.
  4. New section 6(2B) makes it clear that a limited partnership is dissolved if it ceases to have any general partners, if it ceases to have any limited partners, or if each and every general partner is disqualified.
  5. New section 6(3A) provides for what happens in the event that the limited partnership is dissolved at a time when the firm has at least one general partner who is solvent and not disqualified: those general partners must wind up the partnerships affairs or take all reasonable steps to ensure that its affairs are wound up.
  6. New section 6(3B) provides for what happens in the event that a firm is dissolved at a time when it does not have a general partner who is solvent and not disqualified: the limited partners must take all reasonable steps to ensure that affairs of the partnership must be wound up by a person who is not a limited partner. Currently, if a limited partner engages in management activity they will lose their limited liability protections (though the limited partners of a limited partnership that is designated as a Private Fund Limited Partnership may engage in a prescribed "whitelist" of actions without compromising their status). The amendments within this section allow a limited partner to appoint a person to wind up the limited partnership without this being classed as management activity which means that the limited partner will not lose their limited liability status.

Section 130: Dissolution by the court when a partner has a mental disorder

  1. This section substitutes section 35(a) of the Partnership Act 1890 (dissolution by the court) which made provision for the dissolution of a Scottish or Northern Irish partnership on the grounds of a partner’s "lunacy". The effect of this section is to include appropriate references to "mental disorder" within the meaning of modern Scottish and Northern Irish legislation. It also makes amendments to the circumstances under which a limited partnership can be dissolved by the court. If a limited partner has a mental disorder or becomes incapable of performing the partnership contract, the court cannot dissolve the limited partnership unless the limited partner cannot otherwise access their share.

Section 131: Winding up limited partnerships on grounds of public interest

  1. This section inserts new section 28 into the Limited Partnerships Act 1907 which makes provision for the Secretary of State to petition the courts for the winding up of limited partnerships in the United Kingdom where it is in the public interest to do so. New section 28 also allows Scottish Ministers to petition the court to wind up a Scottish limited partnership in the public interest and the Department for the Economy in Northern Ireland to petition the courts to wind up a Northern Irish limited partnership.
  2. Further, new section 28 requires that the Secretary of State must consult Scottish Ministers before presenting a petition in respect of a Scottish Limited Partnership, and the Department for the Economy in Northern Ireland before presenting a petition in respect of a Northern Irish limited partnership. The court may order the winding up of the limited partnership if the court believes that it is just and equitable for the limited partnership to be wound up. It also provides that this power does not limit any other power the court has in the same circumstances.

Section 132: Winding up dissolved limited partnerships

  1. This section inserts new section 29 into the Limited Partnership Act 1907 which provides that where a limited partnership has been dissolved but not wound up properly, a court may make any order it considers appropriate in relation to winding up the limited partnership.
  2. The court can make these orders where an application has been made by the Secretary of State, Scottish Ministers in relation to a Scottish limited partnership, the Department for the Economy in Northern Ireland in relation to a Northern Irish limited partnership, or any other person appearing to the court with a sufficient interest.
  3. Further, new section 29 requires that the Secretary of State must consult Scottish Ministers before making an application in respect of a Scottish Limited Partnership, and the Department for the Economy in Northern Ireland before making an application in respect of a Northern Irish limited partnership.
  4. These amendments ensure that the affairs of the limited partnership are wound up and it can then subsequently be deregistered, which helps keep the register of limited partnerships up to date.

Section 133: Power to make provision about winding up

  1. This section enables the Secretary of State to make provision corresponding or similar to any provision of the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 to govern the winding up of limited partnerships under new section 28 or 29 to the Limited Partnerships Act 1907.

Section 134: Winding up of limited partnerships: concurrent proceedings

  1. This section means that if a petition has been presented under new section 28, or a person has made an application under new section 29, a general partner or person who made the application under new section 29 must notify the relevant court about other concurrent proceedings.

Section 135: Sequestration of limited partnerships: concurrent winding up proceedings

  1. This section means that, if a limited partnership is in the course of sequestration proceedings, the petitioner, debtor or creditor must notify the sheriff court or AiB if they become aware of winding up proceedings under new section 28 or 29 to the Limited Partnerships Act 1907 in relation to the limited partnership.

The register of limited partnerships

Section 136: The register of limited partnerships

  1. This section amends the Limited Partnership Act 1907 by inserting a definition of "the register of limited partnerships" in section 3 and by omitting sections 13 and 14 as they are superseded by the new definition which aligns with the Companies Act 2006.
  2. The section substitutes section 16 of the Act with new provisions on who may inspect the register, material they may request, giving provision for the Registrar to specify the form and manner in which a request for inspection or copy of the register is made.

Section 137: Material not available for public inspection

  1. This section inserts new section 16A into the Limited Partnerships Act 1907. This section states that the Registrar must not disclose or make available certain information for public inspection that is on the register of limited partnerships. This information is listed in the section and includes the limited partnership’s registered email address, a partner or general partner’s date of birth or a partner, a general partner’s or a named contact for a general partner’s managing officer’s residential address information. It also includes information or statements relating to the identity verification of an individual.
  2. Even if an individual ceases to be a partner or managing officer, the Registrar must continue to keep the specified information unavailable for public inspection, considering the potential risk to individuals if it were to be made public.
  3. Section 137 also amends section 1083 of the Companies Act 2006 (preservation of original documents) by making reference to the provisions in the Companies Act 2006, the Limited Partnerships Act 1907 and the Economic Crime (Transparency and Enforcement) Act 2022 which relate to the extent of obligation to retain material not available for public inspection.

Section 138: Records relating to dissolved or deregistered limited partnerships

  1. This section inserts section 16B into the Limited Partnerships Act 1907. Section 16B lays out the how information on dissolved and deregistered limited partnerships should be handled, specifying that information should not be made available for public inspection after 20 years of dissolution or deregistration and that the Registrar can instruct that information held by the Registrar is removed to the appropriate Public Record Offices (for England and Wales and Scotland) after two years of dissolution or deregistration and disposed of.

Disclosure of information

Section 139: Disclosure of information about partners

  1. This section inserts new sections 16C to 16E into the Limited Partnerships Act 1907 and amends section 3(1). Section 16C restricts the Registrar from disclosing certain protected date of birth or residential address information on the Registrar unless specific circumstances apply.
  2. These circumstances are:
    1. The same information is already publicly available;
    2. The date of birth or residential address information can be shared with a credit reference agency (although the Secretary of State may by regulations place conditions on the disclosure of information, or prevent the Registrar from disclosing date of birth information or residential address information to a credit reference agency);
    3. The court orders the disclosure of the residential address;
    4. The disclosure is permitted under the section 1110G of the Companies Act 2006.
  3. Section 16D places restrictions on the disclosure of protected date of birth or residential address information by partners of a limited partnership. In particular, it provides that limited partners may not use or disclose date of birth information and may only use residential address information to communicate with the individual concerned. General partners may disclose protected information in order to communicate with the individual concerned, comply with the Limited Partnerships Act 1907 or in accordance with a court order.
  4. Contravention of this section constitutes an offence on the partner (limited or general) who discloses protected information and they are liable on conviction to a fine.
  5. Section 16E sets out the powers of the court to make an order for the disclosure of protected residential address information in particular circumstances and when the court is satisfied that it is appropriate to make the order.
  6. The limitations on disclosure protect individuals who have provided their personal information, whilst enabling the Registrar to carry out the Registrar’s functions, and partners of a limited partnership to carry on business. For example, if a limited partnership is not responding to correspondence at their registered office address, the residential address can be used, or there may be a situation where the Registrar needs to pass information to a law enforcement agency.

The registrar’s role relating to dissolution, revival and deregistration

Section 140: Duty to notify registrar of dissolution

  1. This section inserts new section 18 into the Limited Partnerships Act 1907, which requires general partners and limited partners (where the limited partnership does not have a general partner) to notify the Registrar of the dissolution of a limited partnership within 14 days from when the partner in question becomes aware of the limited partnership’s dissolution. This requirement applies whether or not the partners are solvent or disqualified.
  2. New section 18 also provides that no notice is required to the Registrar where the limited partnership is dissolved by a dissolution notice (under new section 19 or inserted by section 146 of the Act), if another person has already notified the Registrar of dissolution.
  3. Failure to comply with the requirement to notify the Registrar of dissolution constitutes an offence, and the relevant partners will be liable on conviction to a fine.
  4. The intention behind this section is that the Registrar is made aware when a limited partnership is dissolved, as there may be instances where dissolution happens without the Registrar’s knowledge (for example, upon the death of a general or limited partner). This is so that they can maintain an up to date and accurate register which can be relied upon by the public.

Section 141: Registrar’s power to confirm dissolution of limited partnership

  1. This section inserts new sections 19 to 25 into the Limited Partnerships Act 1907 and amends sections 3 and 10. The new section 19 sets out a process for the Registrar to confirm the dissolution of a limited partnership which the Registrar has reasonable cause to believe has been dissolved.
  2. The Registrar will be required to publish a warning notice for a period of two months stating that she believes the limited partnership is dissolved and invite anyone to make representations on the proposal. A copy of this notice must also be sent to the limited partnership. After two months, the Registrar can then publish a dissolution notice which dissolves the limited partnership if it was not already dissolved earlier. The Registrar’s obligation to keep the firm on the index of names of limited partnerships in section 1099 of the Companies Act 2006 will cease.
  3. The new section within this section will enable the register to be kept up to date; there are currently thousands of limited partnerships on the register which the Registrar either knows or suspects are inactive. This section will also allow the Registrar to deregister dissolved limited partnerships in the future.
  4. New sections 20 to 22 concern the administrative revival of a limited partnership which was dissolved under section 19. A general partner of a dissolved limited partnership may apply to the Registrar to revive the limited partnership if they provide specified documents to the Registrar and pay any outstanding fines or penalties (as the case may be). Upon accepting an application for revival, the Registrar must publish a notice of the revival in The Gazette 1 and reenter the limited partnership onto the register. The limited partnership is then treated as if it had never been dissolved.
  5. Sections 23 to 25 relates to applications to the court for revival of a limited partnership dissolved by a dissolution notice. An application may be made to the court for revival by the Secretary of State, a partner in the dissolved limited partnership, or by any person having an interest in the matter (for example, a creditor).
  6. If a court orders the revival of a dissolved limited partnership, the Registrar must publish a notice of the revival in The Gazette and reenter the limited partnership onto the register. The limited partnership is then treated as if it had never been dissolved. The court can also give any orders as it deems just relating to placing the limited partnership in the same position as it was pre-dissolution.

Section 142: Registrar’s power to confirm dissolution: transitional provision

  1. This is a transitional section that states that if the Registrar exercises the power in section 18(1) during the period of six months after section 116(2) of the Act comes into force, the Registrar can publish a notice stating that the Registrar has reasonable cause to believe the limited partnership has been dissolved without having to comply with the warning notice or notification provisions. The Registrar can treat the firm as dissolved and remove it from the index of names. This mechanism is intended to streamline the removal of dissolved firms during the transitional period so that the register is kept up to date upon the end of the transitional period.

Section 143: Voluntary deregistration of limited partnership

  1. This section inserts new section 26 into the Limited Partnerships Act 1907 which allows a limited partnership that wants to be deregistered to make an application to the register to be removed, if all of the partners agree to deregister the limited partnership. Upon receiving the application for deregistration, the Registrar publishes a deregistration notice and the limited partnership ceases to be registered as such from the publication date.

Section 144: Removal of limited partnership from index of names

  1. This section inserts new section 27 into the Limited Partnerships Act 1907 which requires the Registrar to remove a limited partnership from the index of names (kept under section 1099 of the Companies Act 2006) as soon as practicable once she becomes aware that the limited partnership is dissolved or deregistered, whether that is by a notice that she receives or that she publishes.
  2. When she carries out this removal, she must include a note on the Registrar to say whether it is as a result of dissolution or deregistration. The note can be removed if not serving a useful purpose. The section also clarifies that this note forms part of the register.
  3. The Registrar must also publish a notice in the Gazette if a limited partnership is removed other than following a dissolution under section 19 or deregistration under section 26 (both of which already require a Gazette notice to be published).

Delivery of documents

Section 145: Delivery of documents relating to limited partnerships

  1. This section inserts new section 30 into the Limited Partnerships Act 1907. Section 145 provides that certain documents relating to a limited partnership can only be delivered to the Registrar by an Authorised Corporate Service Provider or an individual who is an officer or employee of an Authorised Corporate Service Provider.
  2. Subsection (3) of the new section 30 lists what these documents are, for example, the application to become a limited partnership, notices of changes to partnerships and confirmation statements. Subsection (4) of new section 30 provides for a power for the Secretary of State to make regulations to add documents to this list.
  3. The Secretary of State may also make regulations to amend this section for the purpose of changing who may deliver a document to the Registrar on behalf of another person. This requirement will add in an extra layer of checking and accountability, as Authorised Corporate Service Providers will need to carry out customer due diligence on their clients to file on their behalf. This will provide the Registrar and the public with confidence that documents being filed by limited partnerships are legitimate.

Section 146: General false statement offences

  1. This section inserts new sections 31 and 32 into the Limited Partnerships Act 1907 which relate to two offences to deliver documents to the Registrar that are misleading, false or deceptive in a material particular, or to make a statement to the Registrar that is misleading, false or deceptive in a material particular.  It is intended to mirror new section 1112A of the Companies Act 2006 and new sections 15A, 15B and 32 of the Economic Crime (Transparency and Enforcement) Act 2022.
  2. The first offence in new section 31 is a basic offence, where the delivery of the document or making of a statement is made without reasonable excuse. It provides that where the offence is committed by a legal entity, every managing officer of that legal entity also commits the offence. A person guilty of an offence under section 31 is liable to a fine in England and Wales, or to a fine not exceeding level 5 on the standard scale in Scotland or Northern Ireland.
  3. A managing officer will be in default if they authorise or permit, participate in, or fail to take all reasonable steps to prevent the contravention. A corporate managing officer does not commit the offence unless one of its managing officers is in default. Where a corporate managing officer does commit the offence every managing officer in question also commits the offence.
  4. New section 32 introduces an aggravated offence, where the delivery of a document or making of a statement that is misleading, false or deceptive is done so knowingly. It provides that where the offence is committed by a legal entity, every managing officer of that legal entity also commits the offence. A person guilty of an offence under section 31 is liable on indictment to imprisonment for a term not exceeding the general limit in the Magistrate’s court, or a fine, or both in England and Wales; to imprisonment for a term not exceeding 12 months, or a fine not exceeding the statutory maximum, or both in Scotland, and to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum, or both in Northern Ireland.
  5. A managing officer will be in default if they authorise or permit, participate in, or fail to take all reasonable steps to prevent the contravention. A corporate managing officer does not commit the offence unless one of its managing officers is in default. Where a corporate managing officer does commit the offence every managing officer in question also commits the offence.

National security exemption from identity verification

Section 147: National security exemption from identity verification

  1. This section inserts new section 36 to the Limited Partnerships Act 1907. Section 36 sets out that the Secretary of State may by written notice exempt a person from identity verification requirements if it is necessary to do so: (a) in the interests of national security, or (b) for the purposes or preventing or detecting serious crime (subsection (1)). This provision corresponds to new section 1110C introduced to Companies Act 2006 by section 67.
  2. Subsection (2) sets out the effects of the exemption for individuals subject to a written notice. This includes allowing to name an unverified person as (proposed) registered officer of a (proposed) general partner and not requiring any verification statements from them in various applications (to form a limited partnership, to notify a new general partner who is a legal entity, to change such partner's registered officer). Subsection (2)(b) allows also to exempt a general partner from the duty to maintain register officer's verified status or and subsection (2)(e) to exempt a person from the duty to deliver certain documents by an authorized corporate service provider.
  3. Subsection (3) defines the meaning of ‘crime’ and explains that it is means conduct that is either a criminal offence, or would be a criminal offence if it took place in any one part of the United Kingdom. It is ‘serious crime’ if it would lead, on conviction, to a maximum prison sentence of 3 years or more, or if the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.

Service on a limited partnership

Section 148: Service on a limited partnership

  1. This section inserts new section 34 into the Limited Partnerships Act 1907, which states that documents may be served on a limited partnership by leaving them at or sending them by post to their registered office.

Application of other laws

Section 149: Application of company law

  1. This section inserts new section 7A into the Limited Partnerships Act 1907. Under this new section, regulations can be made which makes provision in relation to limited partnerships which corresponds or is similar to provisions which apply to companies or other corporations under any Act. The regulations can also be used when making consequential, supplementary, incidental, transitional or saving provision, to amend, repeal or revoke provisions related to limited partnerships made under any Act, whenever passed or made.
  2. This section is intended to allow limited partnerships law to stay up to change and aligned with changes to companies’ legislation without the need to pass primary legislation to amend the Limited Partnerships Act 1907.

Section 150: Application of Partnership Act 1890 (meaning of firm)

  1. The Partnership Act 1890 sets out that persons who have entered into partnership are called collectively a firm, and that in Scotland firms are legal persons distinct from the partners of whom it is composed.
  2. This section amends section 4 of the Partnership Act 1890 by inserting a new subsection (3). This new subsection has been included to make it clear that a limited partnership registered in part of the UK other than Scotland does not have independent legal personality even if it has its principal place of business in Scotland. The location of registration is the determinative factor.
  3. Various legal consequences flow from a firm not having independent legal personality, including that it is the partners of firm A, rather than firm A itself, that enter into contracts and own property, and that if firm A is to become a partner in another firm, B, in legal terms it is the partners of firm A who all become partners of firm B.

Regulations

Section 151: Limited partnerships: regulations

  1. This section inserts section 35 into the Limited Partnerships Act 1907. New section 35 sets out general provisions for regulations that can be made under the Limited Partnerships Act 1907. A power to make regulations will be exercisable by statutory instrument, have the power to make consequential, supplementary, incidental transitional or savings provisions, and regulations may make different provisions for different purposes.
  2. Section 35 also defines what is meant by affirmative and negative resolution procedures, and clarifies that provisions made by regulations under the Act that are subject to the negative resolution procedure may also be made by regulations subject to the affirmative resolution procedure.

Further amendments

Section 152: Limited partnerships: further amendments

  1. This section omits section 17 of the Limited Partnerships Act 1907, as a need is not foreseen for this rule-making power (the Registrar’s power in section 1068 of the Companies Act 2006 is sufficient); and inserts Schedule 5 which makes consequential amendments relating to Part 2 of the Act.

Chapter 2 - Miscellaneous provisions about partnerships

Section 153: Registration of qualifying Scottish partnerships

  1. This section gives the Secretary of State the power to make regulations in connection with a qualifying Scottish partnership. A qualifying Scottish partnership for the purpose of this section is defined in subsection (6). It is a partnership other than limited partnership formed under the law of Scotland that meets the definition in regulation 3 of the Partnership (Accounts) Regulations 2008. Qualifying Scottish partnerships are regulated under the Scottish Partnerships (Register of People with Significant Control) Regulations 2017, made under now repealed section 2(2) of the European Communities Act 1972.
  2. Section 153(1) allows for making of provisions (i) requiring delivery of information to the Registrar, (ii) requiring identity verification from the managing officers of qualifying Scottish partnerships and (iii) corresponding or similar to any provision relating to companies or limited partnerships.
  3. Under section 153(2) regulations may create summary offences punishable with a fine.
  4. Section 153(3) and (4) clarify the relationship between the elements of section 153(1).
  5. Section 153(6) defines certain terms used in this section, such as managing officer, qualifying Scottish partnership and the Registrar.

Section 154: Power to amend disqualification legislation in relation to relevant entities: GB

  1. This section inserts new section 22I into the Company Directors Disqualification Act 1986 (CDDA1986). This new section allows the Secretary of State to make regulations which extends the application of the CDDA1986 so that the general partners of a limited partnership can be disqualified from acting as general partners of limited partnerships or from otherwise acting in management roles in other sorts of business association.
  2. The regulation-making power also allows for similar extensions of disqualification legislation to limited liability partnerships and qualifying Scottish partnerships.
  3. It is anticipated that, amongst other things, the power in this new section will be used to make a number of consequential amendments to the Limited Partnership Act 1907, including:
    1. amend the definition of "disqualified under the directors disqualification legislation" to take account of courts being able to give permissions to act as general partners and to be registered officers; and
    2. introduce requirements for statements to be given when general partners or registered officers would be disqualified but for the permission of the court to act or licences granted under SAMLA 2018.

Section 155: Power to amend disqualification legislation in relation to relevant entities: NI

  1. This section inserts new Article 25D into the Company Directors Disqualification (Northern Ireland) Order 2002 by inserting a power for the Secretary of State to make regulations that would provide that the general partners of a limited partnership can be disqualified from acting as general partners of limited partnerships or from otherwise acting in management roles in other sorts of business association.
  2. The regulation-making power also allows for similar extensions of disqualification legislation to limited liability partnerships.
  3. It is anticipated that, amongst other things, the power in this new Article will be used to make a number of consequential amendments to the Limited Partnership Act 1907, including:
    1. amend the definition of "disqualified under the directors disqualification legislation" to take account of courts being able to give permissions to act as general partners and to be registered officers; and
    2. introduce requirements for statements to be given when general partners or registered officers would be disqualified but for the permission of the court to act or licences granted under SAMLA 2018.

1 The Gazette | Official Public Record

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