PART 2 U.K. Partnerships

CHAPTER 1 U.K. Limited partnerships etc.

Required information about limited partnerships U.K.

110 Required information about partners U.K.

(1) The Limited Partnerships Act 1907 is amended as follows.

(2) In section 3 (interpretation of terms)—

(a) the existing text becomes subsection (1);

(b) in that subsection, at the appropriate places insert—

• ““body corporate” has the same meaning as in the Companies Acts (see section 1173 of the Companies Act 2006);”;”;

• ““managing officer”—

  (a)

  in relation to a company, means a director or shadow director;

  (b)

  in relation to a legal entity the affairs of which are managed by some or all of its members, means one of those members;

  (c)

  in relation to any other legal entity, means an officer of the entity whose functions correspond to that of a director of a company;”;”;

• ““legal entity” means a body corporate or other entity that (in each case) is a legal person under the law by which it is governed;”;

• ““service address” has the same meaning as in the Companies Acts (see section 1141(1) and (2) of the Companies Act 2006).”;

(c) after that subsection insert—

“(2) For the purposes of the definition of “managing officer” in subsection (1), “director” and “shadow director” have the same meanings as in the Companies Acts (see sections 250 and 251 of the Companies Act 2006).

(3) In this section “the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006.”

(3) In section 4 (definition and constitution of limited partnership), in subsection (4), for “body corporate” substitute “legal entity”.

(4) In section 8A (application for registration)—

(a) in subsection (1)(c), after “each” insert “proposed”;

(b) in subsections (2)(b) and (c), for “name of each” substitute “required information about each proposed”;

(c) in subsection (2)(d), after “each” insert “proposed”;

(d) in subsections (3)(a) and (b), for “name of each” substitute “required information about each proposed”;

(e) after subsection (3) insert—

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

(5) Schedule 4 inserts a Schedule into the Limited Partnerships Act 1907 setting out the required information about partners.

Commencement Information

I1 S. 110 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

111 Required information about partners: transitional provision U.K.

(1) This section applies in relation to a limited partnership that was registered under the Limited Partnerships Act 1907 in pursuance of an application for registration delivered to the registrar before section 110(4) came fully into force.

(2) The general partners in the limited partnership must, within the transitional period, deliver a statement to the registrar specifying the required information (within the meaning of the Schedule to that Act (inserted by Schedule 4 to this Act)) about each person who—

(a) is a partner in the limited partnership, and

(b) became a partner on the registration of the limited partnership.

(3) If a change in the required information about such a partner occurs before whichever is earlier of—

(a) the end of the transitional period, and

(b) the delivery of the statement mentioned in subsection (2),

the general partners in the limited partnership are not required by the provisions mentioned in subsection (4) to give notice to the registrar of the change, unless it is a change to the partner’s name.

(4) The provisions are—

(a) section 8S(1) of the Limited Partnerships Act 1907 (inserted by section 122 of this Act), and

(b) so far as it relates to section 8S(1) of the Limited Partnerships Act 1907, section 10D(2)(a) of that Act (inserted by section 126 of this Act).

(5) In this section—

• “the registrar” has the same meaning as in the Limited Partnerships Act 1907 (see section 15 of that Act);

• “transitional period” means the period of 6 months beginning when section 110(4) came fully into force.

(6) Failure by the general partners in a limited partnership to comply with subsection (2) is, in the absence of any evidence to the contrary, to be treated by the registrar as reasonable cause to believe that the limited partnership has been dissolved for the purposes of section 19 of the Limited Partnerships Act 1907 (registrar’s power to confirm dissolution of limited partnership) (inserted by section 141 of this Act).

(7) Where the registrar proposes to rely on a failure by the general partners in the limited partnership to comply with subsection (2) as grounds for exercising the power in section 19 of the Limited Partnerships Act 1907, subsections (2) to (4) of that section (publication of warning notice) do not apply.

Commencement Information

I2 S. 111 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

112 Details about general nature of partnership business U.K.

In section 8A of the Limited Partnerships Act 1907 (application for registration)—

(a) after subsection (2) insert—

“(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.”;

(b) after subsection (8) insert—

“(9) Regulations under subsection (2A) are subject to the negative resolution procedure.”

Commencement Information

I3 S. 112 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)