Implications for Limited Partnerships

Required information about partners

Once the relevant provisions are in force, additional “required information” about an LP’s proposed partners will need to be submitted to the Registrar when applying to register an LP.

For individual partners, this required information includes:

• their name (and any former names), date of birth and nationality; and
• usual residential address and usual country of residence. 

If the partner is a legal entity (e.g. a limited company or an LLP), the required information includes:

• the relevant partner’s name and registered or principal office;
• a service address;
• its legal form and governing law; and
• where the partner is a general partner (GP), the register (if any) in which the GP is entered and its registration number in that register.

The GP of an existing LP will have to deliver to the Registrar the required information about each of the LP’s partners within a six-month transitional period. Failure to deliver this information within the required timeframe may be treated by the Registrar as reasonable cause to believe the LP is dissolved. 

Appropriate registered office and registered email address

GPs will be required to ensure that the registered office of their LP is always at an “appropriate address”. 

An address is appropriate if, in the ordinary course of events, documents delivered there would come to the attention of a person acting on the LP’s behalf and delivery of the documents is capable of being recorded. Crucially, an “appropriate address” must be within the LP’s original jurisdiction of registration (e.g. in England for an English established LP) and must be one of the following:

• the LP’s principal place of business (provided it is still inside the relevant jurisdiction);
• an individual GP’s usual residential address;
• a corporate GP’s registered office; or
• an address provided by an Authorised Corporate Service Provider (ACSP). 

These changes are being introduced to prevent UK LPs being set up with little or no connection to the UK.

GPs will also have a duty to maintain an appropriate registered email address for their LP. An email address is appropriate if emails sent to it by the Registrar would be expected to come to the attention of someone acting on the LP’s behalf. 

Again, GPs of existing LPs will have a six-month transitional period in which to notify the Registrar of the relevant registered office and registered email address. Failure to comply within this timeframe could be treated by the Registrar as reasonable cause to believe that the LP has been dissolved.

Any failure by a GP to maintain a registered office address or registered email address, may result in an offence being committed and possible fines.

General partners 

The Act introduces restrictions on who can act as a GP. These restrictions are intended to mirror provisions relating to the disqualification of company directors. 

Any application for the registration of an LP will have to include a statement confirming that none of its proposed GPs are disqualified. Any proposed GPs that are legal entities will also have to confirm the name of their proposed “registered officer”. That registered officer must:

• be an individual who is one of the GP’s managing officers;
• not be disqualified; and
• have had their identity verified (or be exempt). (For more information on identity verification, see “Identity verification and Authorised Corporate Service Providers”.)

Note that the Act does not currently include a requirement for individual general partners of limited partnerships to have their identity verified.

If any proposed GP is a legal entity with one or more corporate managing officers, the application for registration of the LP must also include a named contact for each such managing officer. That named contact must be an individual who is themselves a managing officer of the corporate managing officer.

The Act imposes ongoing duties on GPs who are legal entities to maintain their registered officers and named contacts and to notify any changes of personnel to the Registrar.

Existing GPs will have a six-month transitional period to comply with these new requirements.

Notifying changes in LPs

Once the relevant provisions are in force, GPs will have a duty to notify the Registrar of various changes relating to the LP, within 14-days of the change occurring. These include:

• when a person becomes or ceases to be a GP or a limited partner;
• any change to the required information for existing partners;
• where an LP is not a “private fund limited partnership”, any change to the sum contributed by any limited partner; and
• specified changes that occur after an application for registration is delivered but before the LP is officially registered. 

Failure to notify the Registrar of notifiable changes within the 14-day timeframe will constitute an offence punishable by a fine.

Confirmation statements

The Act introduces another significant ongoing obligation for GPs – they will be required to deliver an annual confirmation statement to the Registrar. The confirmation statement must confirm that all information required to be delivered has either been delivered previously or is being delivered concurrently with the statement. 

The confirmation statement must be delivered within 14 days after every review period, which is typically every 12 months from the date of the LP’s registration or its last submitted confirmation statement.

Existing LPs will have a six-month transitional period in which to make their first submission.

Delivery of documents by an ACSP

Once the relevant provisions are in force, LPs will be required to use an ACSP to deliver specified documents to the Registrar. These include:

• applications to register an LP;
• changes to registered office or registered email address;
• notifications of changes relating to partners and registered officers/named contacts of GPs; and
• confirmation statements.

The Registrar will reject applications and filings that are not made using an ACSP.

Accounts

The Act grants the Secretary of State the power to make regulations requiring a GP to prepare accounts and, if requested by HMRC, to make accounting information available. Relevant regulations have yet to be published.

Dissolution and winding up

The Act introduces changes relating to the dissolution and winding up of LPs, including that an LP will be dissolved if it ceases to have a GP or a limited partner, or if all the GPs are either insolvent or disqualified. 

If an LP is dissolved, any remaining GP (who is solvent and not disqualified) must notify the Registrar within 14 days that the LP has been dissolved. They must also wind up the LP’s affairs or take reasonable steps to ensure that its affairs are wound by a non-partner. If there are no remaining GPs, then any solvent limited partners must notify the Registrar of the dissolution and ensure that the LP’s business is wound up. 

Failure to comply with these notification requirements will constitute an offence.

If an LP has not been wound up following its dissolution, a Court will be able to make various orders (on the application of the Secretary of State or a person with sufficient interest), including an order to wind up the LP. A Court may also order the winding up of an LP where it is in the public interest.

The Act also introduces a process for the Registrar to confirm the dissolution of an LP which the Registrar has reasonable cause to believe has been dissolved. 

LPs will also be able to voluntarily deregister by submitting a statement to the Registrar, authenticated by all of the partners, confirming that they want to deregister the LP. 

Failure to prevent fraud offence

The Act introduces a failure to prevent fraud offence that applies to large LPs from 1 September 2025. 

For more information on the new offence, see “Corporate criminal liability: new failure to prevent fraud offence”.

Resources

• The Economic Crime and Corporate Transparency Act 2023
• Limited Partnerships Act 1907
• Government factsheet: Economic Crime and Corporate Transparency Act: limited partnerships