UK Limited Partnership Reform Becomes Law: A Practical Guide of How Best To Get Ready To Comply

The Economic Crime and Corporate Transparency Act (ECCTA) became law on 26 October 2023, having completed the legislative process and received Royal Assent. Part 2 of ECCTA introduces significant reforms to UK limited partnership (UKLP) law, principally to tighten registration requirements and increase transparency. Our October 2022 client alert (UK Limited Partnership Legislative Reform Package Introduced in the Economic Crime and Corporate Transparency Bill) sets out the background and key features of the UKLP changes. This briefing focuses on the practical steps those with UKLPs in their fund or joint venture structures can take - so that general partners (GPs) of existing UKLPs can efficiently comply with ECCTA within the short six-month transitional period when it is announced, and that those wanting to register new UKLPs are prepared for the necessary adaptations to their current models and new procedural and filing requirements.

As of 26 October, the only UKLP reform provisions that actually came into force are those that empower the Secretary of State to produce secondary implementing legislation, such as setting out further details on how the delivery of documents to Companies House by authorised corporate service providers (ACSPs) will be effected and how the power for HMRC to obtain partnership accounts is to be implemented. The timing of the operative sections of the ECCTA — the majority of which confirm proposed amendments to the Limited Partnerships Act 1907 (the 1907 Act) — and confirmation of when the six-month transitional period starts, are to be set out in Statutory Instruments (SIs). These SIs are to follow, and it remains unclear when they will be published and if the effective dates for the series of reforms to come into force will be delayed, staggered, or immediate. We would expect a slight delay before the SIs are published; that they include amended or new Companies House forms; and for the reformed sections of the 1907 Act to take effect on the same date rather than through a staggered implementation.

This briefing looks at the UKLP reform under the ECCTA only. The ECCTA has a suite of wider-ranging reforms to tackle economic crime and improve transparency over corporate entities, including reform to the role of Companies House; new powers for law enforcement to seize and recover cryptoassets which are the proceeds of crime or associated with money laundering, fraud or other illicit activity; and a strengthening of money laundering powers.

New Registration Requirements and Information To Be Provided to Companies House

Both existing UKLPs (by the end of the six-month transitional period) and those registering new UKLPs (as part of their application) will have to comply with new registration and information requirements. We have set out the detail in the tables below. The transitional period is critical for existing UKLPs, as compliance with the new requirements is proposed to be used in tandem with a power for the registrar of Companies (Registrar) to confirm dissolution of unresponsive UKLPs.

Certain information is not to be made available for public inspection, including protected date-of-birth and residential address information, registered email addresses, named contacts, and any documents delivered by ACSPs. However, under certain circumstances, the Registrar can disclose, for example, where the same information is already publicly available or (for certain information relating to individuals) to credit reference agencies. Partners are also restricted from disclosing the residential address and date-of-birth information of other partners.

UKLP Registration Application: Consolidating New Requirements With Those That Continue to Apply

For new registrations, Companies House forms must be signed by all of the partners and sent to the Registrar for both ordinary UKLPs and private fund limited partnerships (PFLPs). The information that must be included is set out in the table below. The new requirements are marked with an asterisk.

Registration of Changes in UKLPs and PFLPs

The legislative reform has a knock-on effect of what information needs to be given to Companies House of certain changes to a UKLP within 14 days of the change occurring. The changes that must be registered are set out in the table below, with new issues marked with an asterisk. 

Annual Confirmation Statements

As is already the case for certain UK companies, LLPs and Scottish limited partnerships (SLPs), English limited partnerships (ELPs) will have to provide an annual confirmation statement to the Registrar within 14 days of each review period to confirm all the information on the register is correct and deliver any necessary updates.

For existing ELPs, the first confirmation statement is due within 14 days after the six-month transitional period and every 12 months after that. For new ELPs, it is due within 14 days of the anniversary of the partnership’s registration and in each subsequent 12-month period, which can be shortened on notice to the Registrar from the GP.

The following information is to be delivered with the confirmation statement:

• notice of any changes (i.e., legal entity becomes a corporate managing officer of the GP, someone becomes or ceases to be a GP or limited partner, there is a change in any required information about the partners, or there are any other specified changes in the UKLP)
• if either registered office or email are not an appropriate address
• if a GP’s registered officer or named contact of a managing officer of any corporate managing officer do not meet the requirements

Duty To Notify The Registrar of the Dissolution of a UKLP

A GP must notify the Registrar of dissolution within 14 days of becoming aware. If there are no GPs at the time, a limited partner must make the notification within 14 days.

Other Provisions To Be Aware Of

This briefing does not cover other changes introduced by the UKLP reform in the Act, including the following (most of which remain as per the original legislative reform set out in our previous alert):

• more detailed provisions on how a UKLP can be dissolved
• voluntary deregistration of UKLPs
• ability for Registrar to confirm dissolution of UKLPs
• impact on partnership records, the Registrar’s record, and the index of names on dissolution (see below on some updates)
• power for HMRC to obtain partnership accounts
• new criminal sanctions introduced in certain cases for failure to comply

There have been some changes to the ECCTA since the Bill was first published – principally, around a UKLP’s dissolution procedure. When a UKLP dissolution occurs (and on a UKLP’s voluntary de-registration), the Registrar has to remove that UKLP from the index of names that it has to maintain under the Companies Act 2006. Crucially, under the new legislative mechanics, a limited partner’s limited liability will be preserved during the winding up process as it remains ‘registered’ as a limited partnership (with a note added to the partnership register by the Registrar to state that it has been dissolved or de-registered) despite being removed from the index of names.

Existing UKLPs will also want to consider if any amendments are needed to their partnership documents, such as those relating to the publication of partnership accounts, provision of information, and GP powers on dissolution.

To discuss the contents of this alert, please feel free to contact any of the authors or your usual Goodwin contact.