There is due to be a number of changes to the information that is required to be filed at Companies House and these changes are set to significantly affect UK limited partnerships (“LPs”). The new measures introduced in the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) are notably different from the current position. It is therefore important that LPs are aware of the upcoming changes noting that Companies House will also have new powers to apply sanctions where an LP or the general partner have failed to comply. Some of the most important changes are set out as follows:
Registered UK office and registered email address
LPs will now be required to provide to Companies House and maintain an appropriate UK registered office address (to show a connection to the UK) and email address. An address is deemed ‘appropriate' where:
- any documents sent to office address and email address are expected to come to the attention of a person acting on behalf of the LP;
- any documents sent to the office address can be recorded by an acknowledgement of delivery;
- the registered office address is not a PO Box; and
- the office address is either the principal place of business of the LP, the usual address of a general partner that is a legal entity or the address of an authorised corporate service provider (“ACSP”)
Existing LPs will have six-months when the measures are implemented to provide an appropriate address.
Filing of an annual confirmation statement
An annual confirmation statement will now be required to be filed to confirm information filed is up to date or specifying changes (if any) made.
Partners' names, date of birth and residential address and named contacts
As it stands, if you are a partner of an LP, you are only required to file your name at Companies House. However, when the new measures come into force you will also be required to provide further information including the following:
- Partner (legal entity)
- Either the principal or registered office;
- Service address;
- If the partner is a general partner, any register (including where registered outside of the UK) which the partner is entered into and the relevant registration number in that register; and
- The legal form and the governing law.
- Partner (individual)
- Former names;
- Date of birth;
- Nationality; and
- Country of residence and your usual residential address.
You will be required to provide this information within a six-month transitional period from commencement of the measures. Any LPs created after implementation of the measures will have to provide such information on registration.
The information must also be kept up to date and any changes or information relating to new partners notified to Companies House and documents must be delivered to Companies House using an ACSP. General partners will also need to appoint and maintain one of its managing officers as a contactable ‘registered officer' (and if there is more than one corporate managing officer, it must provide a contact for each one, who is a managing officer of the corporate managing officer).
Identity and verification of the general partners
Under ECCTA a strict identity verification process will be introduced by Companies House to improve corporate transparency. For example, general partners and registered officers will be required to verify their ID via Companies House or through an ACSP.
Accounts
The new measures are also set to provide HMRC with the power to request audited accounts from an LP.
These measures are set to be implemented when secondary legislation is passed. The reasoning behind implementing these measures is not only to make LPs more transparent but also to bring LPs in line with other company vehicles on the register.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.