10E Power to amend matters to be confirmed in confirmation statement
(1) The Secretary of State may by regulations make further provision about the matters that must be confirmed in a confirmation statement delivered under section 10D(1).
(2) The regulations may—
(a) amend or repeal the provisions of section 10D, and
(b) provide for exceptions from the requirements of that section as it has effect from time to time.
(3) Regulations under this section are subject to the affirmative resolution procedure.
(1) If the general partners fail to comply with section 10D(1) an offence is committed by each general partner who is in default.
(2) But where the general partner is a legal entity, it does not commit an offence as a general partner in default unless one of its managing officers is in default.
(3) Where any such offence is committed by a general partner that is a legal entity, or any such offence is by virtue of this subsection committed by a managing officer that is a legal entity, any managing officer of the legal entity also commits the offence if—
(a) the managing officer is an individual who is in default, or
(b) the managing officer is a legal entity that is in default and one of its managing officers is in default.
(4) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(5) The contravention continues until such time as the general partners have delivered the statement required by section 10D(1).
(6) A general partner or managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.
(1) HMRC may by notice in writing require the general partners in a limited partnership to—
(a) prepare accounts in accordance with regulations made by the Secretary of State for the purposes of this paragraph;
(b) deliver those accounts to HMRC, together with—
(i) an auditor’s report prepared in accordance with regulations made by the Secretary of State for the purposes of this sub-paragraph;
(ii) such supporting evidence as may be required by regulations made by the Secretary of the State for the purposes of this sub-paragraph.
(2) A requirement under this section may specify—
(a) the period to which the accounts must relate;
(b) the form and manner in which the documents are to be delivered;
(c) the period within which they are to be delivered.
(3) HMRC may by notice in writing extend a period specified in a requirement under this section.
(4) If the general partners in a limited partnership fail to comply with a requirement under this section an offence is committed by each general partner who is in default.
(5) But where the general partner is a legal entity, it does not commit an offence as a general partner in default unless one of its managing officers is in default.
(6) Where any such offence is committed by a general partner that is a legal entity, or any such offence is by virtue of this subsection committed by a managing officer that is a legal entity, any managing officer of the legal entity also commits the offence if—
(a) the managing officer is an individual who is in default, or
(b) the managing officer is a legal entity that is in default and one of its managing officers is in default.
(7) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;
(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.
(8) A general partner or managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.
(9) In this section “HMRC” means the Commissioners for His Majesty’s Revenue and Customs.
(10) Regulations under this section are subject to the affirmative resolution procedure.
13 Registrar to file statement and issue certificate of registration.
On receiving any statement made in pursuance of this Act the registrar shall cause the same to be filed, and he shall send by post to the firm from whom such statement shall have been received a certificate of the registration thereof.
... the registrar shall keep... a register and an index of all the limited partnerships registered as aforesaid, and of all the statements registered in relation to such partnerships.
(1) The registrar of companies is the registrar of limited partnerships.
(2) In this Act—
(a) references to the registrar in relation to the registration of a limited partnership are to the registrar to whom the application for registration is to be made (see section 8A(1)(d));
(b) references to registration in a particular part of the United Kingdom are to registration by the registrar for that part of the United Kingdom;
(ba) references to the registrar in relation to an application for designation of a limited partnership as a private fund limited partnership made with an application for registration are to the registrar to whom the application for registration is to be made (see section 8A(1)(d));
(c) references to the registrar in relation to any other matter relating to a limited partnership are to the registrar for the part of the United Kingdom in which the partnership is registered.
16 Inspection of statements registered.Inspection and copies of the register of limited partnerships
(1) Any person may inspect the statements filed by the registrar ...; and any person may require a certificate mentioned in section 8C, or a copy of or extract from any registered statement, to be certified by the registrar, ...
(2) A certificate mentioned in section 8C , or a copy of or extract from any statement registered under this Act, if duly certified to be a true copy under the hand of the registrar ...(whom it shall not be necessary to prove to be the registrar ...) shall, in all legal proceedings, civil or criminal, and in all cases whatsoever be received in evidence.
(1) Any person may—
(a) inspect the register of limited partnerships;
(b) require a copy of any material on the register of limited partnerships that is available for inspection.
(2) The right of inspection extends to the originals of documents delivered to the registrar in hard copy form if, and only if, the record kept by the registrar of the contents of the document is illegible or unavailable (see section 1083(1) of the Companies Act 2006 for provision about the retention of hard copies by the registrar).
(3) The registrar may specify the form and manner in which an application is to be made for inspection or a copy.
(4) The registrar may determine the form and manner in which the copies are to be provided.
(5) Section 1091 of the Companies Act 2006 (certification of copies), and any regulations made under it, apply in relation to copies provided under this section as they apply in relation to the copies provided as mentioned in that section.
(6) This section has effect subject to section 16A and 16B.
(1) The registrar must not make the following material available for public inspection, so far as it forms part of the register of limited partnerships—
(a) any application or other document delivered to the registrar under section 8G, 8Q or 8W (changes of addresses by registrar) other than an order or direction of the court;
(b) so much of any document delivered to the registrar as is required to contain—
(i) a limited partnership’s registered email address,
(ii) the email address of the named contact for a general partner’s managing officer,
(iii) protected date of birth information, or
(iv) protected residential address information;
(c) so much of any statement delivered to the registrar under any of the following provisions as is required to confirm that an individual is an individual whose identity is verified (within the meaning of section 1110A of the Companies Act 2006)—
section 8A(1F)(b);
section 8L(3)(a) or (b);
section 8R(7)(b);
(d) any statement delivered to the registrar by virtue of section 33(3) (documents to be delivered by authorised corporate service providers);
(e) any statement or other document delivered to the registrar by virtue of section 1067A of the Companies Act 2006 (delivery of documents: identity verification and authorised corporate service providers);
(f) any statement made in accordance with regulations made by virtue of section 1082(2)(c) of the Companies Act 2006 (statement of unique identifier);
(g) any document provided to the registrar under section 1092A of the Companies Act 2006 (power to require further information);
(h) any record of the information contained in a document or part of a document that is unavailable because of any of the previous paragraphs of this subsection;
(i) any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone;
(j) any other material excluded from public inspection by or under any other enactment.
(2) The registrar need not retain material to which subsection (1) applies for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar.
(3) In this section—
“protected date of birth information” means information as to the day of the month (but not the month or year) on which—
a partner was born, or
a general partner’s registered officer was born;
“protected residential address information” means information as to the usual residential address of—
a partner,
a general partner’s registered officer, or
the named contact for a general partner’s managing officer.
(4) Information about a partner, registered officer or named contact does not cease to be protected date of birth information or protected residential address information when they cease to be a partner, registered officer or named contact.
(5) The restrictions on making information available for public inspection imposed by subsection (1)(h) and (i) do not affect the availability for public inspection of the same information contained in material derived from another description of document (or part of a document) in relation to which the relevant restriction does not apply.
(6) In this section “registered officer” and “named contact” have the meanings given by section 8K(4) and (5).
16B Records relating to dissolved or deregistered limited partnerships
(1) This section applies where a limited partnership is dissolved or deregistered under section 26.
(2) The registrar need not make any information contained in records relating to the limited partnership available for public inspection at any time after the end of the period of 20 years beginning with the date on which the limited partnership is dissolved or deregistered.
(3) The registrar of companies for England and Wales may, at any time after the period of two years beginning with the date on which the limited partnership is dissolved or deregistered, direct that any records relating to the limited partnership that are held by the registrar are to be removed to the Public Record Office.
(4) The registrar of companies for Northern Ireland may, at any time after the period of two years beginning with the date on which the limited partnership is dissolved or deregistered, direct that any records relating to the limited partnership that are held by the registrar are to be removed to the Public Record Office of Northern Ireland.
(5) Records in respect of which a direction is given under subsection (3) or (4) are to be disposed of under the enactments relating to the Public Record Office or, as the case may be, the Public Record Office of Northern Ireland.
16C Restriction on disclosure of information by registrar
(1) The registrar must not disclose protected date of birth information or protected residential address information except—
(a) in accordance with subsection (2) or (3),
(b) in accordance with section 16E (disclosure of protected residential address information under court order), or
(c) as permitted by section 1110F of the Companies Act 2006 (general powers of disclosure by the registrar).
(2) The registrar may disclose protected date of birth information or protected residential address information if the same information is required to be made available for public inspection as a result of being contained in a document, part of a document or record to which section 16A(1) does not apply.
(3) The registrar may disclose protected date of birth information or protected residential address information to a credit reference agency.
(4) The Secretary of State may make provision by regulations specifying conditions for the disclosure of protected date of birth information or protected residential address information in accordance with subsection (3).
(5) The Secretary of State may make provision by regulations requiring the registrar, on application, to refrain from disclosing protected date of birth information or protected residential address information to a credit reference agency.
(6) Regulations under subsection (5) may make provision of the kind referred to in section 243(5) to (6A) of the Companies Act 2006.
(7) In this section—
“credit reference agency” means a person carrying on a business comprising the provision of information relevant to the financial standing of individuals, being information collected by the agency for that purpose;
“protected date of birth information” has the meaning given by section 16A(3);
“protected residential address information” has the meaning given by section 16A(3).
(8) Regulations under this section are subject to the negative resolution procedure.
16D Restriction on use or disclosure of information by partners
(1) A limited partner must not—
(a) use or disclose protected residential address information, except for communicating with the individual concerned, or
(b) use or disclose protected date of birth information.
(2) A general partner must not use or disclose protected residential address information, except—
(a) for communicating with the individual concerned,
(b) in order to comply with any requirement of this Act as to information to be sent to the registrar, or
(c) in accordance with section 16E (disclosure of residential address information under court order).
(3) A general partner must not use or disclose protected date of birth information except in order to comply with any requirement of this Act as to information to be sent to the registrar.
(4) Subsections (1), (2) and (3) do not prohibit any use or disclosure of protected date of birth information or protected residential address information with the consent of the individual concerned.
(5) If a partner uses or discloses information in contravention of subsection (1), (2) or (3) an offence is committed by—
(a) the partner, and
(b) if the partner is a legal entity, any of its managing officers who is in default.
(6) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(7) A managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.
(8) But a corporate managing officer does not commit an offence as a managing officer in default unless one of its managing officers is in default.
(9) Where any such offence is committed by a corporate managing officer the managing officer in question also commits the offence (subject to subsection (8)).
(10) In this section—
“protected date of birth information” has the meaning given by section 16A(3);
“protected residential address information” has the meaning given by section 16A(3).
16E Disclosure of protected residential address information under court order
(1) The court may make an order for the disclosure of protected residential address information by the appropriate limited partnership or by the registrar if—
(a) there is evidence that service of documents at a service address other than the individual’s usual residential address is not effective to bring them to the notice of the individual, or
(b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the court,
and the court is otherwise satisfied that it is appropriate to make the order.
(2) An order for disclosure by the registrar may be made only if—
(a) the appropriate limited partnership does not have the protected residential address information, or
(b) the appropriate limited partnership was dissolved.
(3) The order may be made on the application of a liquidator, creditor or partner of the appropriate limited partnership, or any other person appearing to the court to have a sufficient interest.
(4) The order must specify the persons to whom, and purposes for which, disclosure is authorised.
(5) In this section—
“appropriate limited partnership” —
in relation to protected residential address information about a partner in a limited partnership means that limited partnership;
in relation to protected residential address information about a registered officer of a general partner in a limited partnership means that limited partnership;
in relation to protected residential address information about a named contact for the managing officer of a general partner in a limited partnership means that limited partnership;
“named contact” has the meaning given by section 8K(5);
“protected residential address information” has the meaning given by section 16A(3);
“registered officer” has the meaning given by section 8K(4).
The Board of Trade may make rules ... concerning any of the following matters:—
(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b) The duties or additional duties to be performed by the registrar for the purposes of this Act;
(c) The performance by assistant registrars and other officers of acts by this Act required to be done by the registrar;
(d) The forms to be used for the purposes of this Act;
(e) Generally the conduct and regulation of registration under this Act and any matters incidental thereto.
(1) A person who is a general partner in a limited partnership at a time when it is dissolved must notify the registrar of the dissolution within the period of 14 days beginning with the day on which the person becomes aware of its dissolution.
(2) A person who is a limited partner in a limited partnership at a time when it is dissolved must, if there are no general partners at that time, notify the registrar of the dissolution within the period of 14 days beginning with the day on which the person becomes aware of its dissolution.
(3) But no notice is required under subsection (1) or (2) if—
(a) the limited partnership is dissolved under section 19(6) (dissolution on publication of notice in Gazette),
(b) another person has notified the registrar of the dissolution under subsection (1) or (2), or
(c) a dissolution notice under section 19 is published before the end of the period of 14 days mentioned in subsection (1) or (2).
(4) If a person fails to comply with subsection (1) or (2) an offence is committed by—
(a) the person, and
(b) if the person is a legal entity, any of its managing officers who is in default.
(5) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(6) A managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.
(7) But a corporate managing officer does not commit an offence as a managing officer in default unless one of its managing officers is in default.
(8) Where any such offence is committed by a corporate managing officer the managing officer in question also commits the offence (subject to subsection (7)).
19 Registrar’s power to confirm dissolution of limited partnership
(1) If the registrar has reasonable cause to believe that a limited partnership has been dissolved, the registrar may publish a notice in the Gazette (a “dissolution notice”) stating that fact.
(2) Where the registrar proposes to publish a dissolution notice, the registrar must first publish in the Gazette a notice (a “warning notice”)—
(a) explaining the registrar’s proposal and its effect (see subsection (6)), and
(b) inviting any person to make representations about the registrar’s proposal.
(3) The registrar must send a copy of the warning notice to—
(a) the registered office of the limited partnership, and
(b) at least one person who appears in the register of limited partnerships as a general partner in the limited partnership (if there are any).
(4) The registrar may not publish a dissolution notice until after the end of the period of two months beginning with the first day on which the registrar has complied with subsection (2) and subsection (3).
(5) The dissolution notice must—
(a) state the firm name of the limited partnership,
(b) state the limited partnership’s registration number, and
(c) explain the effect of the publication of the notice (see subsection (6)).
(6) On the publication of a dissolution notice, the limited partnership to which it relates is dissolved if it was not already dissolved.
(7) For the purposes of subsection (3), a person “appears in the register of limited partnerships as a general partner in the limited partnership” if—
(a) either—
(i) the person was named as a proposed general partner in the application for registration of the limited partnership under section 8A, or
(ii) the general partners have given the registrar notice under section 8R that the person has become a general partner in the limited partnership, and
(b) the general partners have not since—
(i) given the registrar notice under section 8R that the person has ceased to be a general partner in the limited partnership, or
(ii) given the registrar notice under section 8T that the person did not become a general partner on registration of the limited partnership.
(1) On an application under this section the registrar must revive a limited partnership if the registrar is satisfied that the following conditions are met.
(2) Condition 1 is that the limited partnership was dissolved under section 19(6) (dissolution on publication of notice in Gazette).
(3) Condition 2 is that the applicant has delivered to the registrar such documents as are necessary to ensure that, if the limited partnership is revived, the records kept by the registrar relating to the limited partnership will be up to date.
(4) Condition 3 is that each relevant person has paid any outstanding fines or financial penalties imposed on them in respect of an offence—
(a) under this Act, or
(b) by virtue of regulations made under section 7A of this Act,
relating to the limited partnership.
(5) An application under this section may only be made by a person who was a general partner in the limited partnership immediately before it was dissolved.
(6) The application must include a statement that—
(a) the conditions in subsections (2), (3) and (4) are met, and
(b) the applicant is a person mentioned in subsection (5).
(7) An application under this section may not be made after the end of the period of six years beginning with the date on which the limited partnership was dissolved.
(8) For the purpose of subsection (7) an application is made when it is received by the registrar.
(9) In subsection (4) “relevant person” means—
(a) the applicant,
(b) any person who—
(i) was a general partner in the limited partnership immediately before it was dissolved, and
(ii) if the limited partnership is revived, will be a general partner in the limited partnership immediately after its revival, or
(c) any person who is a managing officer of a legal entity where the legal entity is—
(i) a person mentioned in paragraph (a) or (b), or
(ii) a person falling within this paragraph.
21 Registrar’s decision on application for administrative revival
(1) The registrar must give notice to the applicant of the decision on an application under section 20.
(2) If the limited partnership is revived, the revival takes effect on the date that the notice is sent.
(3) If the limited partnership is revived the registrar must—
(a) enter on the register of limited partnerships a note of the date on which the revival of the limited partnership takes effect, and
(b) cause notice of the revival to be published in the Gazette.
(4) Notes entered on the register of limited partnerships in accordance with subsection (3)(a) are part of the register of limited partnerships.
(5) The notice under subsection (3)(b) must state—
(a) the limited partnership’s name (which must be the name that it had before it was dissolved under section 19(6)),
(b) the limited partnership’s registration number, and
(c) the date on which the revival of the limited partnership takes effect.
(1) The general effect of administrative revival is that the limited partnership is to be treated as having continued in existence as if it had not been dissolved under section 19(6).
(2) The court may give such directions and make such provision as seems just for placing the limited partnership and all other persons in the same position (as nearly as may be) as if the limited partnership had not been dissolved under section 19(6).
(3) An application to the court for such directions or provision may be made at any time within the period of three years beginning with the date on which the revival of the limited partnership took effect.
(1) An application may be made to the court to revive a limited partnership that has been dissolved under section 19(6) (dissolution on publication of notice in Gazette).
(2) An application under this section may be made by—
(a) the Secretary of State,
(b) a person who was a partner in the limited partnership immediately before it was dissolved, or
(c) any other person appearing to the court to have an interest in the matter.
(3) An application to the court for the revival of a limited partnership may only be made—
(a) within the period of six years beginning with the date on which the limited partnership was dissolved, or
(b) where the applicant made an application under section 20 that was refused, within the period of 28 days beginning with the date on which notice of the registrar’s decision was sent by the registrar to the applicant.
24 Decision on application for revival by the court
(1) If, on an application under section 23, the court orders revival of the limited partnership, the revival takes effect on a copy of the court’s order being delivered to the registrar.
(2) The registrar must publish a notice in the Gazette of the revival of the limited partnership.
(3) The notice must state—
(a) the limited partnership’s name (which must be the name that it had before it was dissolved under section 19(6)),
(b) the limited partnership’s registration number, and
(c) the date on which the revival of the limited partnership takes effect.
(1) The general effect of an order by the court for revival is that the limited partnership is to be treated as having continued in existence as a limited partnership as if it had not been dissolved under section 19(6).
(2) The court may give such directions and make such provision as seems just for placing the limited partnership and all other persons in the same position (as nearly as may be) as if the limited partnership had not been dissolved under section 19(6).
(3) The court may also give directions as to—
(a) the delivery to the registrar of such documents relating to the limited partnership as are necessary to bring up to date the records kept by the registrar, or
(b) the payment of the costs (in Scotland, expenses) of the registrar in connection with the proceedings for the revival of the limited partnership.
26 Voluntary deregistration of limited partnership
(1) The registrar must deregister a limited partnership if a statement is delivered to the registrar which is authenticated by or on behalf of each partner confirming that they want the limited partnership to be deregistered.
(2) The registrar deregisters the limited partnership by publishing a notice in the Gazette of the limited partnership’s deregistration (a “deregistration notice”).
(3) The deregistration notice must state—
(a) the firm name of the limited partnership, and
(b) the limited partnership’s registration number.
(4) On the publication of the deregistration notice, the limited partnership ceases to be registered as a limited partnership under this Act (but this does not prevent any ongoing relationship from being a partnership).
27 Removal of limited partnership from index of names
(1) The registrar must remove a limited partnership from the index of names as soon as reasonably practicable if the registrar—
(a) becomes aware that the limited partnership is dissolved (whether on the receipt of a notice under section 18, the publication of a dissolution notice under section 19(6) or otherwise), or
(b) publishes a deregistration notice under section 26 in respect of the limited partnership.
(2) If the registrar removes a limited partnership from the index of names, the registrar must include a note in the register of limited partnerships stating either—
(a) that the limited partnership has been removed from the index of names because of its dissolution, or
(b) that the limited partnership has been removed from the index of names because of its deregistration under section 26.
(3) The registrar must also publish a notice of the removal in the Gazette if the limited partnership is removed from the index of names other than following the publication of a dissolution notice under section 19 or a deregistration notice under section 26.
(4) Notes included in the register of limited partnerships in accordance with subsection (2) are part of the register of limited partnerships.
(5) A note may be removed if it no longer serves any useful purpose.
(6) In this section “the index of names” means the index kept by the registrar under section 1099 of the Companies Act 2006.
28 Winding up limited partnerships on grounds of public interest
(1) Where it appears to the Secretary of State that it is expedient in the public interest for a limited partnership to be wound up, the Secretary of State may present a petition to the court for it to be wound up.
(2) Where it appears to the Scottish Ministers that it is expedient in the public interest for a limited partnership registered in Scotland to be wound up, the Scottish Ministers may present a petition to the court for it to be wound up.
(3) Where it appears to the Department for the Economy in Northern Ireland that it is expedient in the public interest for a limited partnership registered in Northern Ireland to be wound up, the Department may present a petition to the court for it to be wound up.
(4) The Secretary of State must consult the Scottish Ministers before presenting a petition under subsection (1) in respect of a limited partnership registered in Scotland.
(5) The Secretary of State must consult the Department for the Economy in Northern Ireland before presenting a petition under subsection (1) in respect of a limited partnership registered in Northern Ireland.
(6) If a petition is presented under this section, the court may wind up the limited partnership if the court is of the opinion that it is just and equitable for it to be wound up.
(7) The power in subsection (6) does not limit any other power the court has in the same circumstances.
(1) Where a limited partnership is dissolved and it appears to the court that there has been a failure to wind up the limited partnership under section 6(3A) or (3B) properly or at all, the court may make any order it considers appropriate, including an order—
(a) for the purposes of enforcing the duty in section 6(3A) or (3B),
(b) in connection with the performance of that duty, or
(c) to wind up the limited partnership.
(2) The court may make an order under subsection (1) on an application by any of the following—
(a) the Secretary of State;
(b) the Scottish Ministers, but only if the limited partnership is registered in Scotland or they appear to the court to have sufficient interest for any other reason;
(c) the Department for the Economy in Northern Ireland, but only if the limited partnership is registered in Northern Ireland or the Department appears to the court to have sufficient interest for any other reason;
(d) any other person appearing to the court to have sufficient interest.
(3) The Secretary of State must consult the Scottish Ministers before making an application for an order under subsection (1) in respect of a limited partnership registered in Scotland.
(4) The Secretary of State must consult the Department for the Economy in Northern Ireland before making an application for an order under subsection (1) in respect of a limited partnership registered in Northern Ireland.
(5) The power in subsection (1) does not limit any other power the court has in the same circumstances.
(1) The Secretary of State may by regulations make provision in relation to the winding up of a limited partnership under section 28 or 29 that corresponds or is similar to any provision of the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 (including any provision of that Act or Order that relates to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom).
(2) Before making regulations under subsection (1) the Secretary of State must—
(a) obtain the consent of the Department for the Economy in Northern Ireland, so far as the regulations relate to limited partnerships registered in Northern Ireland;
(b) obtain the consent of the Scottish Ministers, so far as the regulations relate to limited partnerships registered in Scotland.
(3) The provision that may be made by regulations under subsection (1) by virtue of section 38(1) includes provision amending, repealing or revoking provision made by or under either of the following, whenever passed or made—
(a) an Act;
(b) Northern Ireland legislation.
(4) Regulations under this section are subject to the affirmative resolution procedure.
31 Winding up of limited partnerships: concurrent proceedings
(1) Where a petition under section 28 in respect of a limited partnership is pending, a general partner of the limited partnership who is or becomes aware of any of the circumstances mentioned in subsection (3) must notify the court to which the petition was presented.
(2) Where an application under section 29 in respect of a limited partnership is pending—
(a) a general partner of the limited partnership who is or becomes aware any of the circumstances mentioned in subsection (3) must notify the court to which the application was made, and
(b) if the application was made by a person other than the Secretary of State, the applicant must notify the court to which the application was made if the applicant is or becomes aware of any of the circumstances mentioned in subsection (3).
(3) The circumstances are that—
(a) a petition for sequestration of the limited partnership’s estate under the Bankruptcy (Scotland) Act 2016 is before a sheriff,
(b) an application to the Accountant in Bankruptcy for sequestration of the limited partnership’s estate under that Act is pending,
(c) sequestration has been awarded by virtue of any such petition or application and the limited partnership’s estate is being sequestrated,
(d) a trust deed in respect of the limited partnership’s estate has been sent to the Accountant in Bankruptcy for registration under that Act and the registration has not been refused,
(e) a protected trust deed (within the meaning of that Act) is in force in respect of the limited partnership’s estate,
(f) an application by the limited partnership for approval of a debt payment programme under the Debt Arrangement and Attachment (Scotland) Act 2002 is pending, or
(g) such a programme has been approved under that Act and has not been completed.
(4) A person is not required to notify the court of circumstances under subsection (1) or (2) if another person has notified the court of those circumstances.
(5) If a person fails to comply with subsection (1) or (2) an offence is committed by—
(a) the person, and
(b) if the person is a legal entity, any of its managing officers who is in default.
(6) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(7) A managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.
(8) But a corporate managing officer does not commit an offence as a managing officer in default unless one of its managing officers is in default.
(9) Where any such offence is committed by a corporate managing officer the managing officer in question also commits the offence (subject to subsection (8)).
(10) For the purposes of this section a petition or application is “pending” if it has been presented or made and it has not fallen, been withdrawn or been determined.
32 Power to amend circumstances for notification under section 31
(1) The Secretary of State or the Scottish Ministers may by regulations amend the list in section 31(3).
(2) Before making regulations under subsection (1) the Secretary of State must obtain the consent of the Scottish Ministers.
(3) Regulations made by the Secretary of State under subsection (1) are subject to the affirmative resolution procedure.
(4) Regulations made by the Scottish Ministers under subsection (1) are subject to the affirmative procedure (see Part 2 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10)).
33 Documents to be delivered by authorised corporate service providers
(1) An individual may not deliver a document under a provision listed in subsection (3) to the registrar on their own behalf (and, accordingly, any delivery of a document under such a provision must be made on the individual’s behalf in accordance with subsection (2)).
(2) An individual may not deliver a document under a provision listed in subsection (3) to the registrar on behalf of another person unless—
(a) the individual is an authorised corporate service provider, or
(b) the individual is an officer or employee of an authorised corporate service provider.
(3) The provisions are—
(a) section 8A (application for registration);
(b) section 8F (change of address of registered office) or 8I (change of registered email address);
(c) section 8L, 8M, 8N or 8O (changes relating to officers of general partners);
(d) section 8R, 8S or 8T (changes relating to partners);
(e) section 10A or 10B (other changes in partnerships), other than a notice under section 10A(2)(b)(i) or 10B(2)(a);
(f) section 10D (confirmation statements);
(g) section 20 (administrative revival).
(4) The Secretary of State may by regulations—
(a) amend this section for the purposes of changing who may deliver a document under a provision listed in subsection (3) to the registrar on behalf of another person;
(b) amend the list in subsection (3).
(5) Regulations under subsection (4) are subject to the affirmative resolution procedure.
(1) It is an offence for a person, without reasonable excuse, to—
(a) deliver or cause to be delivered to the registrar, for the purposes of this Act, a document that is misleading, false or deceptive in a material particular, or
(b) make to the registrar, for the purposes of this Act, a statement that is misleading, false or deceptive in a material particular.
(2) Where the offence is committed by a legal entity, every managing officer of the entity who is in default also commits the offence.
(3) A person guilty of an offence under this section is liable—
(a) on summary conviction in England and Wales, to a fine;
(b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
(c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
(4) A managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.
(5) But a corporate managing officer does not commit an offence as a managing officer in default unless one of its managing officers is in default.
(6) Where any such offence is committed by a corporate managing officer the managing officer in question also commits the offence (subject to subsection (5)).
(1) It is an offence for a person knowingly to—
(a) deliver or cause to be delivered to the registrar, for the purposes of this Act, a document that is misleading, false or deceptive in a material particular, or
(b) make to the registrar, for the purposes of this Act, a statement that is misleading, false or deceptive in a material particular.
(2) Where the offence is committed by a legal entity, every managing officer of the entity who is in default also commits the offence.
(3) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).
(4) A managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention.
(5) But a corporate managing officer does not commit an offence as a managing officer in default unless one of its managing officers is in default.
(6) Where any such offence is committed by a corporate managing officer the managing officer in question also commits the offence (subject to subsection (5)).
36 National security exemption from identity verification
(1) The Secretary of State may, by written notice given to a person, provide for one or more of the effects listed in subsection (2) to apply in relation to the person, if satisfied that to do so is necessary—
(a) in the interests of national security, or
(b) for the purposes of preventing or detecting serious crime.
(2) The effects for which the notice may provide are that—
(a) a statement under section 8A(1C) may name the person as a proposed general partner’s proposed registered officer even if the person does not meet the requirement in paragraph (c) of that subsection;
(b) a statement by the person under section 8A(1F)(b) is not required to confirm that the person meets the requirement in sub-paragraph (iii) of that paragraph;
(c) where the person is a general partner’s registered officer, section 8K(1)(c) does not impose any obligation on the general partner;
(d) a statement under section 8L(3)(a) or (b) made in relation to a notice naming the person as a general partner’s new registered officer is not required to confirm that the person meets the requirement in section 8K(1)(c);
(e) a statement under section 8R(4) may name the person as a general partner’s proposed registered officer even if the person does not meet the requirement in section 8K(1)(c);
(f) a statement by the person under section 8R(7)(b) is not required to confirm that the person meets the requirement in section 8K(1)(c);
(g) section 33 (documents to be delivered by authorised corporate service providers) does not apply in relation to the delivery of documents to the registrar by the person on their own behalf or on behalf of another.
(3) For the purposes of subsection (1)(b)—
(a) “crime” means conduct which—
(i) constitutes a criminal offence, or
(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and
(b) crime is “serious” if—
(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or
(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.
(1) A power to make regulations under any provision of this Act includes power to make—
(a) consequential, supplementary, incidental, transitional or saving provision;
(b) different provision for different purposes.
(2) Regulations made by the Secretary of State under this Act are to be made by statutory instrument.
(3) Where regulations under this Act are subject to “the affirmative resolution procedure”, the regulations may not be made unless a draft of the statutory instrument containing them has been laid before and approved by a resolution of each House of Parliament.
(4) Where regulations under this Act are subject to “the negative resolution procedure”, the statutory instrument containing the regulations is subject to annulment in pursuance of a resolution of either House of Parliament.
(5) Any provision that may be made by regulations under this Act subject to the negative resolution procedure may be made by regulations subject to the affirmative resolution procedure.
PART 1 Introduction
1 In this Schedule—
(a) Part 2 sets out the required information about a partner (or proposed partner) for the purposes of sections 8A, 8R, 8S and 8T,
(b) Part 3 sets out the required information about a registered officer (or proposed registered officer) for the purposes of sections 8A, 8L, 8M and 8R, and
(c) Part 4 sets out the required information about a named contact (or proposed named contact) for the purposes of sections 8A, 8L, 8N, 8O and 8R.
PART 2 Partners
Individuals
2 (1) Where a partner (or proposed partner) is an individual, the required information about the partner is—
(a) name, date of birth and nationality;
(b) any relevant former names;
(c) usual residential address;
(d) the part of the United Kingdom in which the individual is usually resident or, if the individual is usually resident in a country or state outside the United Kingdom, that country or state;
(e) in the case of a general partner, a service address (which may be stated as “The limited partnership’s registered office”).
(2) In sub-paragraph (1)(b) “relevant former name” means any former name other than—
(a) in the case of a peer, or an individual normally known by a British title, the name by which the individual was known previous to the adoption of or succession to the title, or
(b) in the case of any person, a former name which—
(i) was changed or disused before the person attained the age of 16 years, or
(ii) has been changed or disused for 20 years or more.
(3) In this paragraph—
“former name” means a name by which the individual was formerly known for business purposes;
“name” means the individual’s forename and surname.
(4) Where a partner (or proposed partner) who is an individual is a peer or an individual usually known by a title, any requirement imposed by this Act to provide the individual’s name because it forms part of the required information may be satisfied by providing that title instead of the individual’s forename and surname.
Legal entities
3 Where a partner (or proposed partner) is a legal entity, the required information about the partner is—
(a) name;
(b) principal office;
(c) a service address (which may be stated as “The limited partnership’s registered office”);
(d) the legal form of the entity and the law by which it is governed;
(e) in the case of a general partner, any register in which the general partner is entered (including details of the state) and, if applicable, its registration number in that register.
PART 3 Registered officers
4 (1) The required information about a registered officer (or proposed registered officer) is—
(a) name, date of birth and nationality;
(b) any relevant former names;
(c) usual residential address;
(d) the part of the United Kingdom in which the individual is usually resident or, if the individual is usually resident in a country or state outside the United Kingdom, that country or state;
(e) a service address (which may be stated as “The limited partnership’s registered office”).
(2) In sub-paragraph (1)(b) “relevant former name” has the meaning given by paragraph 2(2).
(3) In this paragraph “former name” and “name” have the meanings given by paragraph 2(3).
(4) Where a registered officer (or proposed registered officer) who is an individual is a peer or an individual usually known by a title, any requirement imposed by this Act to provide the individual’s name because it forms part of the required information may be satisfied by providing that title instead of the individual’s forename and surname.
PART 4 Named contacts
5 (1) The required information about a named contact (or proposed named contact) is—
(a) name;
(b) usual residential address;
(c) email address.
(2) In this paragraph “name” has the meaning given by paragraph 2(3).