December 6, 2023 The Economic Crime and Corporate Transparency Act 2023: Limited Partnerships
Limited Partnerships are treated very differently from other corporate vehicles under ECCTA. There is a significant expansion of the information that needs to be filed in respect of LPs and a requirement that all filings must be carried out by an ACSP.
Although most of these changes will not be overly problematic for institutional clients, they do represent a material change from the current position.
Background
The Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) received Royal Assent in October 2023 and will make various amendments to the Limited Partnerships Act 1907 (“LPA”) when the relevant provisions come into force, which at the time of writing is not yet known.
The amendments represent a major update of the law concerning Limited Partnerships (“LPs”) and introduce several new regulatory requirements.
This note summarises the reforms that will have the greatest impact on the registration and management of LPs and explains practical ways of how Elemental is proposing to help clients.
Delivery of documents to Companies House
All filings at Companies House relating to LPs including those discussed below must be carried out by an Authorised Corporate Service Provider (“ACSP”) such as Elemental. Companies House will reject applications and filings that are not made using an ACSP.
LPs should look to their existing providers to see who is willing to act as an ACSP, not all will be able to e.g. if they are overseas or if they have chosen not to provide this service.
Required information about the partners
A new Schedule to the LPA is inserted by the ECCTA which specifies the information that must be notified to Companies House about the LP’s partners and proposed partners, and a general partner’s registered officers and named contacts if the general partner is a legal entity.
For partners and proposed partners who are individuals, this information includes name, date of birth and nationality, former names, usual residential address, part of the UK or other country or state in which the individual is usually resident, and for general partners, a service address (which may be stated as the LPs registered office).
Registered Office Address
The ECCTA introduces a requirement that an LP must maintain a registered office address which is an appropriate address. This means that a document delivered to the address would be expected to come to the attention of a person acting on behalf of the LP and that the delivery of documents to the address is capable of being recorded by the obtaining of an acknowledgment of delivery.
In addition, the address must be in the part of the UK in which the LP is registered (previously this wasn’t the case) and be one of the following:
- the address of the principal place of business of the LP;
- the usual residential address of a general partner who is an individual;
- the address of the registered or principal office of a general partner that is a legal entity; or
- an address of an ACSP that is acting for the LP.
Elemental’s digital mail service meets these requirements and provides a simple and easy-to-use solution to ensure that multiple individuals can access the LP’s mail securely.
Registered Email Address
The ECCTA introduces a requirement for LPs to maintain a registered appropriate email address. This is an email address to which communications from Companies House could be expected to come to the attention of a person acting on behalf of the LP.
Once the provision comes into force, Elemental will be providing an email address as part of its compliance service for this purpose. This will provide certainty to clients without needing to worry about changing their email address or monitoring the mail received.
Registered Officers and Named Contacts
General partners of LPs that are legal entities will be obliged to identify an individual as a registered officer. This individual must be one of the general partner’s managing officers, not be disqualified under director disqualification legislation, and have had their identity verified in accordance with the new provisions of the ECCTA relating to identity verification.
A general partner that is a legal entity and that has one or more corporate managing officers must at all times ensure that a named contact for each corporate managing officer is identified. This individual must be a managing officer of the corporate managing officer and must have their identity verified.
Any changes to registered officers and named contacts must be notified to Companies House within 14 days of the change.
Elemental can help ensure that all relevant notifications are made, and that the identification of registered officers takes place efficiently and professionally.
Changes in partners
The ECCTA amends the LPA to require LPs to give notice to Companies House when a partner joins or leaves an LP. Any changes to the information required about partners must also be notified. There is a 14-day deadline following the change in which to notify Companies House.
Confirmation Statements
The ECCTA amends the LPA to introduce the same regime that currently applies to UK companies to LPs. An annual requirement to file a confirmation statement will be imposed upon LPs. This will require the general partner of an LP to confirm that all filed information is up to date and accurate and provide an opportunity to file any notices of changes that may have been missed.
For existing LPs, the first confirmation statement date will be six months from the date the provisions come into effect before switching to a 12-month review period thereafter.
Elemental’s annual compliance service is being extended to LPs and includes the filing of confirmation statements. As an ACSP, Elemental can also carry out all of the necessary filings discussed above.
Transitional Period
General partners of existing LPs will have six months to provide the specific pieces of information explained above when each of the relevant provisions of the ECCTA comes into force. Changes that happen during the transitional period can be wrapped up into a single update.
General partners would be wise to begin collecting this information now or ensure that it is available to facilitate timely compliance with the requirements when introduced.
Increased Liability
There are new offences for delivering documents to Companies House that are misleading, false, or deceptive in a material particular, or for making a statement to Companies House that is misleading, false, or deceptive in a material particular.
As such, it will be important for the partners of an LP to ensure that they have engaged a reliable and professional ACSP to carry out the initial and ongoing filings.
How we can help
Elemental is an integrated professional services firm offering joined-up support across corporate governance, company secretarial, and accounting. It is the market leader for Register of Overseas Entities services and has advised a number of leading law firms and corporate service providers on the new regime. For ECCTA we will be acting as an authorised corporate service provider (ACSP) looking to help clients with a fully managed service for Limited Partnerships, including:
- Delivery of documents including confirmation statements
- Filing information on partners, general partners, and registered officers
- Email and Address Services
- Providing expert advice on the new rules
If any of our partner firms or clients would like to discuss how we can help them prepare and comply with the new rules please get in touch with your usual contact or here.
