Economic Crime and Corporate Transparency Bill: Limited partnerships

This article forms part of a series looking at the measures to be introduced by the Economic Crime and Corporate Transparency Bill (“the Bill”), which intends to deliver a suite of wider-ranging reforms to tackle economic crime and improve transparency over corporate entities.

This article focusses on proposed reforms to be introduced by the Bill in order to tackle abuse of Limited Partnerships (LPs).

What is proposed?

The government proposes to introduce reforms which will:

• tighten registration requirements;
• require LPs to maintain a connection to the UK;
• increase transparency requirements, for example requiring fuller information about partners; and
• enable the Registrar of Companies (“the Registrar”) to deregister LPs which are dissolved, which are no longer carrying on business or where a court determines that it is in the public interest to do so.

Scottish LPs

Under the Partnership Act 1890 Scottish firms are legally separate to their partners. This means that Scottish limited partnerships (SLPs), unlike those based in England and Wales or Northern Ireland, have ‘legal personality’, allowing them to hold assets and enter into contracts in their own right.

The proposed reforms will also apply to SLPs.

Scope

The new legislation will apply to all LPs, both new and existing. There will be a transitional period will be six months from the commencement of the new legislation and will give LPs time to submit update statements on newly required information on partners, their registered office address (which must be in the original jurisdiction of registration) and an email address. LPs that do not comply with this requirement will be deregistered at the end of the transitional period.

LPs which are registered after the Bill is commenced will have to submit a confirmation statement within one year of their original date of registration.

Submission of information

Information must be submitted to the Registrar by an authorised corporate service provider, which will be body that is supervised for anti-money laundering purposes. The Registrar will reject applications and filings that are not made using an ACSP.