120 Officers of general partners: transitional provision
(1) This section applies in relation to a limited partnership that was registered under the Limited Partnerships Act 1907 in pursuance of an application for registration delivered to the registrar before section 119(3) came fully into force.
(2) Each general partner that is a legal entity and became a general partner in the limited partnership on its registration must, within the transitional period, deliver to the registrar—
(a) a statement of the kind mentioned in section 8A(1C) of the Limited Partnerships Act 1907 containing the information, and accompanied by the statement, mentioned in section 8A(1F) of that Act (both inserted by section 119(3) of this Act), and
(b) either—
(i) a statement that the general partner does not have any corporate managing officers, or
(ii) if the general partner has one or more corporate managing officers, a statement of the kind mentioned in section 8A(1D)(b) of the Limited Partnerships Act 1907 containing the information, and accompanied by the statement, mentioned in section 8A(1G) of that Act (both inserted by section 119(3) of this Act).
(3) A general partner mentioned in subsection (2) is not required by the provisions mentioned in subsection (4) to give notice to the registrar if a legal entity becomes a corporate managing officer of the general partner before whichever is earlier of—
(a) the end of the transitional period, and
(b) the delivery of the statement mentioned in subsection (2)(b).
(4) The provisions are—
(a) section 8N(1) of the Limited Partnerships Act 1907 (inserted by section 119 of this Act), and
(b) so far as it relates to section 8N(1) of the Limited Partnerships Act 1907, section 10D(2)(a) of that Act (inserted by section 126 of this Act).
(5) In this section—
“the registrar” has the same meaning as in the Limited Partnerships Act 1907 (see section 15 of that Act);
“transitional period” means the period of 6 months beginning when section 119(3) came fully into force.
121 Removal of option to authenticate application by signature
(1) The Limited Partnerships Act 1907 is amended as follows.
(2) In section 8A (application for registration), in subsection (1), in paragraph (c), omit “signed or otherwise”.
(3) In section 8D (application for designation as a private fund limited partnership), in subsection (2), in paragraph (e), omit “signed or otherwise”.
After section 8Q of the Limited Partnerships Act 1907 (inserted by section 119 of this Act) insert—
Notification of information about partners
Duty to notify registrar of change in partners
8R (1) The general partners in a limited partnership must give notice to the registrar if a person—
(a) becomes a general partner or limited partner in the limited partnership, or
(b) ceases to be a general partner or limited partner in the limited partnership.
(2) A notice under subsection (1)(a) must contain the required information about the general partner or limited partner (see Part 2 of the Schedule).
(3) A notice under subsection (1)(a) of a person becoming a general partner must contain a statement that the new general partner is not disqualified under the directors disqualification legislation (see section 8J(3)).
(4) A notice under subsection (1)(a) of a legal entity becoming a general partner must be accompanied by a statement by the general partner specifying the name of its proposed registered officer, who must be an individual who meets the requirements in section 8K(1)(a) to (c).
(5) A notice under subsection (1)(a) of a legal entity becoming a general partner must be accompanied by one of the following statements by the general partner—
(a) a statement that the general partner does not have any corporate managing officers, or
(b) if the general partner has one or more corporate managing officers, a statement specifying, for each corporate managing officer, the name of the proposed named contact for the corporate managing officer.
(6) The proposed named contact for a corporate managing officer must be an individual who is a managing officer of the corporate managing officer.
(7) A statement under subsection (4) must—
(a) contain the required information about the proposed registered officer (see Part 3 of the Schedule), and
(b) be accompanied by a statement by the individual who is the proposed registered officer confirming that the individual meets the requirements in section 8K(1)(a) to (1)(c).
(8) A statement under subsection (5)(b) must—
(a) contain the required information about each proposed named contact specified in the statement (see Part 4 of the Schedule), and
(b) be accompanied by a statement by each proposed named contact confirming that the proposed named contact is a managing officer of the corporate managing officer concerned.
(9) Subsection (1)(a) does not require the general partners, on registration of the limited partnership, to give notice in relation to a person named as a proposed general partner or a proposed limited partner in the application for registration under section 8A.
(10) A notice under subsection (1) must specify the date on which the person became or ceased to be a general partner or limited partner in the limited partnership.
(11) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the person becomes or ceases to be a general partner or a limited partner.
Duty to notify registrar of changes of information about partners
8S (1) The general partners in a limited partnership must give notice to the registrar of any change in the required information about a partner (see Part 2 of the Schedule).
(2) The general partners in a limited partnership that is not a private fund limited partnership must give notice to the registrar of any change to the sum contributed by any limited partner.
(3) The general partners in a private fund limited partnership that was registered as a limited partnership before 6th April 2017 must give notice to the registrar of any withdrawal by a limited partner of the partner’s contribution which has the effect that the amount of the partner’s contribution is less than it was on the date on which the limited partnership was designated as a private fund limited partnership.
(4) A notice under this section must specify the date on which the change to which it relates occurred.
(5) A notice under this section must be given within the period of 14 days beginning with the day on which the change occurs.
Notification of changes occurring before registration
8T (1) The general partners in a limited partnership must give notice to the registrar if a person named as a proposed general partner or a proposed limited partner in the application for registration under section 8A did not become a general partner or limited partner on registration of the limited partnership.
(2) The general partners in a limited partnership must give notice to the registrar of any change in the required information about a proposed general partner or a proposed limited partner (see Part 2 of the Schedule) that occurred—
(a) after the application for the limited partnership’s registration under section 8A was delivered to the registrar, but
(b) before the limited partnership was registered.
(3) A notice under subsection (2) must specify the date on which the change occurred.
(4) But the general partners are not required to give notice under subsection (2) in respect of a person if they give notice under subsection (1) in respect of the person.
(5) A notice under this section must be given within the period of 14 days beginning with the day on which the limited partnership was registered.
Failure to notify information about partners
8U (1) If the general partners fail to comply with section 8R, 8S or 8T 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) 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.
Prohibition on acting unless general partner notified
8V (1) This section applies where—
(a) a person has become a general partner in a limited partnership otherwise than on its registration, and
(b) notice under section 8R of the person having done so has not been given within the period mentioned in subsection (11) of that section.
(2) The general partner may not take part in the management of the partnership business until notice is given under section 8R.
(3) If a general partner contravenes subsection (2) an offence is committed by—
(a) the general partner, and
(b) if the general partner is a legal entity, any of its managing officers who is in default.
(4) But it is a defence for a person charged with an offence under this section to prove that they reasonably believed that notice had been given under section 8R.
(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)).
(9) The only consequence of contravening subsection (2) is the offence provided for by this section (so that, for example, a contravention does not in any way affect the validity of the general partner’s actions).
(10) Nothing in this section shall affect the liability of the general partner for all debts and obligations of the firm.
Regulations about change of general partner’s address by registrar
8W (1) The Secretary of State may by regulations make provision authorising or requiring the registrar to—
(a) change a registered service address of a general partner in a limited partnership if satisfied that the address does not meet the requirements of section 1141(1) and (2) of the Companies Act 2006;
(b) change the address registered as the principal office of a general partner in a limited partnership if satisfied that the address is not in fact their principal office.
(2) In this section—
“address registered as the principal office”, in relation to a general partner, means the address for the time being shown in the register as the address of the general partner’s current principal office;
“registered service address”, in relation to a general partner, means the address for the time being shown in the register as the general partner’s current service address.
(3) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.
(4) The regulations—
(a) may include provision corresponding or similar to any provision that may be included in regulations under section 1097B of the Companies Act 2006;
(b) must include—
(i) provision about appeals corresponding to the provision that must be included in regulations under section 1097B by virtue of subsections (7) and (8) of that section;
(ii) provision corresponding to subsection (9) of that section.
(5) Regulations under this section are subject to the affirmative resolution procedure.
123 New partners: transitional provision about required information
(1) This section applies in relation to a person who—
(a) is a partner in a limited partnership, and
(b) became a partner in the limited partnership before section 122 came fully into force,
other than a person who became a partner in the limited partnership on its registration.
(2) The general partners in the limited partnership must, within the transitional period, deliver a statement to the registrar specifying the required information about the partner (within the meaning of the Schedule to the Limited Partnerships Act 1907 (inserted by Schedule 4 to this Act)).
(3) If a change in the required information about the partner occurs before whichever is earlier of—
(a) the end of the transitional period, and
(b) the delivery of the statement mentioned in subsection (2),
the general partners in the limited partnership are not required by the provisions mentioned in subsection (4) to give notice to the registrar of the change, unless it is a change to the partner’s name.
(4) The provisions are—
(a) section 8S(1) of the Limited Partnerships Act 1907 (inserted by section 122 of this Act), and
(b) so far as it relates to section 8S(1) of the Limited Partnerships Act 1907, section 10D(2)(a) of that Act (inserted by section 126 of this Act).
(5) In this section—
“the registrar” has the same meaning as in the Limited Partnerships Act 1907 (see section 15 of that Act);
“transitional period” means the period of 6 months beginning when section 122 came fully into force.
(6) Failure by the general partners in a limited partnership to comply with subsection (2) is, in the absence of any evidence to the contrary, to be treated by the registrar as reasonable cause to believe that the limited partnership has been dissolved for the purposes of section 19 of the Limited Partnerships Act 1907 (registrar’s power to confirm dissolution of limited partnership) (inserted by section 141 of this Act).
(7) Where the registrar proposes to rely on a failure by the general partners in the limited partnership to comply with subsection (2) as grounds for exercising the power in section 19 of the Limited Partnerships Act 1907, subsections (2) to (4) of that section (publication of warning notice) do not apply.
124 New general partners: transitional provision about officers
(1) This section applies in relation to a general partner that—
(a) is a legal entity, and
(b) became a general partner before section 122 came fully into force,
other than a legal entity that became a general partner in a limited partnership on its registration.
(2) The general partner must, within the transitional period, deliver to the registrar—
(a) a statement of the kind mentioned in section 8R(4) of the Limited Partnerships Act 1907 containing the information, and accompanied by the statement, mentioned in section 8R(7) of that Act (both inserted by section 122 of this Act), and
(b) either a statement—
(i) that the general partner does not have any corporate managing officers, or
(ii) if the general partner has one or more corporate managing officers, a statement of the kind mentioned in section 8R(5)(b) of the Limited Partnerships Act 1907 containing the information, and accompanied by the statement, mentioned in section 8R(8) of that Act (both inserted by section 122 of this Act).
(3) The general partner is not required by the provisions mentioned in subsection (4) to give notice to the registrar if a legal entity becomes a corporate managing officer of the general partner before whichever is earlier of—
(a) the end of the transitional period, and
(b) the delivery of the statement mentioned in subsection (2)(b).
(4) The provisions are—
(a) section 8N(1) of the Limited Partnerships Act 1907 (inserted by section 119 of this Act), and
(b) so far as it relates to section 8N(1) of the Limited Partnerships Act 1907, section 10D(2)(a) of that Act (inserted by section 126 of this Act).
(5) In this section—
“the registrar” has the same meaning as in the Limited Partnerships Act 1907 (see section 15 of that Act);
“transitional period” means the period of 6 months beginning when section 122 came fully into force.
(1) The Limited Partnerships Act 1907 is amended as follows.
(2) In section 8A (application for registration), in subsection (2), for paragraph (a) substitute—
(a) the intended general nature of the limited partnership’s business,
.
(3) Omit section 9 (registration of changes in partnerships).
(4) After section 10 insert—
Notification of other changes in partnerships
Duty to notify registrar of other changes in partnerships
10A (1) The general partners in a limited partnership must give notice to the registrar of any change mentioned in subsection (2).
(2) The changes are—
(a) in the case of any limited partnership, changes to—
(i) the firm name, or
(ii) the address of the principal place of business of the limited partnership;
(b) in the case of a limited partnership that is not a private fund limited partnership, changes to—
(i) the general nature of the limited partnership’s business, or
(ii) the term or character of the limited partnership.
(3) The notice must specify the date on which the change occurred.
(4) A notice under subsection (2)(b)(i) may specify the change to the general nature of the partnership business by reference to one or more categories of any system of classifying business activities prescribed by regulations made by the Secretary of State under section 8A(2A).
(5) A notice under this section must be given within the period of 14 days beginning with the day on which the change occurs.
Notification of other changes occurring before registration
10B (1) The general partners in a limited partnership must give notice to the registrar if, on registration of the limited partnership, the address of the principal place of business of the limited partnership is different to that contained in the application for registration under section 8A.
(2) The general partners in a limited partnership that is not a private fund limited partnership must give notice to the registrar if, on registration of the limited partnership, any of the following details are different to those contained in the application for registration under section 8A—
(a) the general nature of the limited partnership’s business,
(b) the term of the limited partnership,
(c) the amount of the capital contribution of a limited partner, or
(d) the form of the capital contribution of a limited partner.
(3) A notice under subsection (1) must specify the address of the principal place of business of the limited partnership.
(4) A notice under subsection (2)(a)—
(a) must specify the general nature of the limited partnership’s business, and
(b) may do so by reference to one or more categories of any system of classifying business activities prescribed by regulations made by the Secretary of State under section 8A(2A).
(5) A notice under subsection (2)(b), (c) or (d) must specify the details mentioned in the paragraph under which the notice is given.
(6) A notice under this section must be given within the period of 14 days beginning with the day on which the limited partnership was registered.
Failure to notify other changes in partnerships
10C (1) If the general partners fail to comply with section 10A or 10B 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 who is in default also commits the offence if—
(a) the managing officer is an individual, or
(b) the managing officer is a legal entity 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) 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.
After section 10C of the Limited Partnerships Act 1907 (inserted by section 125 of this Act) insert—
Confirmation statements
Duty to deliver confirmation statements
10D (1) The general partners in a limited partnership must, within the period of 14 days after each review period, deliver to the registrar a statement (a “confirmation statement”) confirming that any information required by subsection (2) is being delivered at the same time as the confirmation statement.
(2) The information that must be delivered at the same time as the confirmation statement is—
(a) a notice of any notifiable change in respect of which a notice under section 8N, 8R, 8S or 10A has not been delivered,
(b) a notice under section 8F if—
(i) the limited partnership’s registered office is not at an appropriate address within the meaning given by section 8E(2) when the confirmation statement is made, and
(ii) the limited partnership has not given a notice under section 8F that is awaiting registration by the registrar,
(c) a notice under section 8I if—
(i) the limited partnership’s registered email address is not at an appropriate email address within the meaning given by section 8H(2) when the confirmation statement is made, and
(ii) the limited partnership has not given a notice under section 8I that is awaiting registration by the registrar,
(d) a notice under section 8L(1) by each general partner that—
(i) is a legal entity,
(ii) has a registered officer who does not meet the requirements in section 8K(1)(a) to (c), and
(iii) has not given a notice under section 8L(1) that is awaiting registration by the registrar, and
(e) if any general partner that is a legal entity has one or more corporate managing officers—
(i) for which the named contact is not an individual who is a managing officer of the corporate managing officer, and
(ii) in respect of which the general partner has not given a notice under section 8L(2) that is awaiting registration by the registrar,
a notice under section 8L(2) by each such general partner in respect of each such corporate managing officer.
(3) For the purposes of this section, each of the following is a review period—
(a) where the limited partnership was registered before this section comes fully into force, the period—
(i) beginning with the date of the limited partnership’s registration, and
(ii) ending with the period of 6 months beginning when this section comes fully into force;
(b) where the limited partnership was registered after this section comes fully into force, the period of 12 months beginning with the date of the limited partnership’s registration;
(c) each period of 12 months beginning with the day after the end of the previous review period.
(4) But a review period may be shortened by the general partners—
(a) notifying the registrar of the shortened review period, and
(b) delivering the confirmation statement within the period of 14 days after that shortened review period.
(5) For the purpose of making a confirmation statement, the general partners in a limited partnership are entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the limited partnership otherwise.
(6) In this section a “notifiable change” means a change mentioned in section 8N(1), 8R(1), 8S(1) to (3) or 10A(2) that occurred during the review period.
Power to amend matters to be confirmed in confirmation statement
10E (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.
Failure to deliver confirmation statement
10F (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.
In regulation 37 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694) (review period), for paragraphs (4) and (5) substitute—
(4) For the purpose of making a confirmation statement, an eligible Scottish partnership is entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the eligible Scottish partnership otherwise.
After section 10F of the Limited Partnerships Act 1907 (inserted by section 126 of this Act) insert—
Power for HMRC to obtain accounts
Power for HMRC to obtain accounts
10G (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.
129 Dissolution and winding up: modifications of general law
(1) The Limited Partnerships Act 1907 is amended as follows.
(2) In section 4 (definition and constitution of limited partnership)—
(a) in subsection (2), after “firm” insert “(including debts and obligations incurred in accordance with section 38 of the Partnership Act 1890)”;
(b) in subsections (2A) and (2B)(b), after “firm” insert “(including debts or obligations incurred in accordance with section 38 of the Partnership Act 1890)”;
(c) in subsection (3), after “firm” insert “(including debts and obligations incurred in accordance with section 38 of the Partnership Act 1890)”.
(3) In section 6 (modifications of general law in case of limited partnerships)—
(a) in subsection (1), after “firm”, in the third place it occurs, insert “(including debts and obligations incurred in accordance with section 38 of the Partnership Act 1890)”;
(b) for subsection (1A) substitute—
(1A) Section 6A (actions by limited partners) makes provision supplementing subsection (1).
;
(c) in subsection (2) omit “or bankruptcy”;
(d) after subsection (2) insert—
(2A) A limited partnership shall not be dissolved under section 33(1) of the Partnership Act 1890 by the bankruptcy of a partner.
(2B) A limited partnership is dissolved if—
(a) it ceases to have any general partners,
(b) it ceases to have any limited partners, or
(c) each general partner is either insolvent or disqualified under the directors disqualification legislation (see section 8J(3)), irrespective of whether they became insolvent or disqualified before or after this subsection comes into force.
;
(e) omit subsection (3);
(f) for subsections (3A) and (3B) substitute—
(3A) If a limited partnership is dissolved at a time when the partnership has at least one general partner who is—
(a) solvent, and
(b) not disqualified under the directors disqualification legislation,
the general partners at that time who are solvent and are not so disqualified must either wind up the partnership’s affairs or take all reasonable steps to ensure that its affairs are wound up by a person who is not a partner at that time.
(3B) If a limited partnership is dissolved at a time when the partnership does not have a general partner who is—
(a) solvent, and
(b) not disqualified under the directors disqualification legislation,
the limited partners at that time who are solvent must take all reasonable steps to ensure that the partnership’s affairs are wound up by a person who is not a limited partner at that time.
(3BA) For enforcement of the duties under subsections (3A) and (3B) see section 29.
;
(g) omit subsection (3C).
(4) In section 6A (private fund limited partnerships: actions by limited partners)—
(a) in the heading, omit “private fund limited partnerships:”;
(b) before subsection (1) insert—
(A1) A limited partner in a limited partnership is not to be regarded as taking part in the management of the partnership business for the purposes of section 6(1) merely because the limited partner appoints a person to wind up the limited partnership pursuant to section 6(3B).
;
(c) omit subsection (2)(b);
(d) in subsection (4)—
(i) in paragraph (a), omit “private fund”;
(ii) omit paragraph (b) and the “or” before it;
(e) after subsection (4) insert—
(5) Nothing in subsections (1) to (3) affects the circumstances in which a limited partner in a limited partnership that is not a private fund limited partnership may be regarded as taking part in the management of the partnership business.
130 Dissolution by the court when a partner has a mental disorder
(1) In section 35 of the Partnership Act 1890 (dissolution by the Court), for paragraph (a) substitute—
(a) When a partner has a mental disorder within the meaning of section 328 of the Mental Health (Care and Treatment) (Scotland) Act 2003 or section 305 of the Mental Capacity Act (Northern Ireland) 2016 (as the case may be):
.
(2) In section 6 of the Limited Partnerships Act 1907 (modifications of general law in case of limited partnerships), in subsection (2), omit the words from “, and” to the end.
131 Winding up limited partnerships on grounds of public interest
After section 27 of the Limited Partnerships Act 1907 (inserted by section 144 of this Act) insert—
Winding up: applications and petitions to the court
Winding up limited partnerships on grounds of public interest
28 (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.
After section 28 of the Limited Partnerships Act 1907 (inserted by section 131 of this Act) insert—
Winding up dissolved limited partnerships
29 (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.
After section 29 of the Limited Partnerships Act 1907 (inserted by section 132 of this Act) insert—
Power to make provision about winding up
30 (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.
134 Winding up of limited partnerships: concurrent proceedings
(1) The Limited Partnerships Act 1907 is amended as follows.
(2) In section 6 (modifications of general law in case of limited partnerships), for subsection (3D) substitute—
(3D) Subsections (3A) and (3B) have effect subject to any order of a court as to the winding up of the affairs of the partnership and any award of sequestration of the partnership’s estate under the Bankruptcy (Scotland) Act 2016.
(3) After section 30 (inserted by section 133 of this Act) insert—
Winding up of limited partnerships: concurrent proceedings
31 (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.
Power to amend circumstances for notification under section 31
32 (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)).
135 Sequestration of limited partnerships: concurrent winding up proceedings
(1) The Bankruptcy (Scotland) Act 2016 is amended as follows.
(2) In section 17 (concurrent proceedings for sequestration or analogous remedy)—
(a) in subsection (2)(b), after “awarded” insert “and the debtor’s estate is being sequestrated”;
(b) in subsection (2)(c)—
(i) omit “has been made”;
(ii) after “estate” insert “is pending”;
(c) in subsection (2)(d), after “application” insert “and the debtor’s estate is being sequestrated”;
(d) in subsection (2)(g), after “under” insert “section 28 of the Limited Partnerships Act 1907,”;
(e) after subsection (2)(g) insert—
(ga) such a petition has been granted,
(gb) an application in respect of the debtor is before a court under section 29 of the Limited Partnerships Act 1907,
(gc) such an application has been granted,
;
(f) after subsection (7) insert—
(7A) For the purposes of subsection (2)(c), a debtor application is “pending” if it has been made and has not fallen, been withdrawn or been determined.
(3) In section 18 (powers in relation to concurrent proceedings)—
(a) in subsection (1), for “(g)” substitute “(gc)”;
(b) in subsection (2), for “or (g)” substitute “, (g), (ga), (gb) or (gc)”;
(c) in subsection (8), for “(g)” substitute “(gc)”.
(1) The Limited Partnerships Act 1907 is amended as follows.
(2) In section 3 (interpretation of terms), in subsection (1) (created by section 110 of this Act), at the appropriate place insert—
“the register of limited partnerships” means the records kept by the registrar under section 1080 of the Companies Act 2006 relating to limited partnerships;
.
(3) Omit sections 13 and 14.
(4) For section 16 substitute—
The register of limited partnerships
Inspection and copies of the register of limited partnerships
16 (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) After section 16 of the Limited Partnerships Act 1907 (inserted by section 136 of this Act) insert—
Material not available for public inspection
16A (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).
(2) In section 1083 of the Companies Act 2006 (preservation of original documents), in subsection (1), for the second sentence substitute—
This is subject to—
(a) section 1087(3) (extent of obligation to retain material not available for public inspection);
(b) section 16A(2) of the Limited Partnerships Act 1907 (extent of obligation to retain material not available for public inspection);
(c) section 22(5) of the Economic Crime (Transparency and Enforcement) Act 2022 (extent of obligation to retain material not available for public inspection).
138 Records relating to dissolved or deregistered limited partnerships
After section 16A of the Limited Partnerships Act 1907 (inserted by section 137 of this Act) insert—
Records relating to dissolved or deregistered limited partnerships
16B (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.
(1) The Limited Partnerships Act 1907 is amended as follows.
(2) After section 16B of the Limited Partnerships Act 1907 (inserted by section 138 of this Act) insert—
Restriction on disclosure of information by registrar
Restriction on disclosure of information by registrar
16C (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.
Restriction on use or disclosure of information by partners
Restriction on use or disclosure of information by partners
16D (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).
Disclosure of protected residential address information under court order
Disclosure of protected residential address information under court order
16E (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).
(3) In section 3 (interpretation of terms), in subsection (1) (created by section 110 of this Act), at the appropriate place insert—
“the court” has the same meaning as in the Companies Acts (see section 1156 of the Companies Act 2006);
.
After section 17 of the Limited Partnerships Act 1907 (power of board of trade to make rules) insert—
Dissolution, revival and deregistration
Duty to notify registrar of dissolution
18 (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)).
141 Registrar’s power to confirm dissolution of limited partnership
(1) The Limited Partnerships Act 1907 is amended as follows.
(2) After section 18 of the Limited Partnerships Act 1907 (inserted by section 140 of this Act) insert—
Registrar’s power to confirm dissolution of limited partnership
19 (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.
Administrative revival
20 (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.
Registrar’s decision on application for administrative revival
21 (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.
Effect of administrative revival
22 (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.
Application to court for revival
23 (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.
Decision on application for revival by the court
24 (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.
Effect of court order for revival
25 (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.
(3) In section 3 (interpretation of terms), in subsection (1) (created by section 110 of this Act), at the appropriate place insert—
“the Gazette” means—
as respects limited partnerships registered in England and Wales, the London Gazette,
as respects limited partnerships registered in Scotland, the Edinburgh Gazette, and
as respects limited partnerships registered in Northern Ireland, the Belfast Gazette;
.
(4) In section 10 (advertisement in Gazette), omit subsection (2).
142 Registrar’s power to confirm dissolution: transitional provision
If the registrar exercises the power in section 19(1) of the Limited Partnerships Act 1907 (power to confirm dissolution of limited partnership) during the period of 6 months beginning when section 141(2) of this Act comes fully into force, subsections (2) to (4) of section 19 of the Limited Partnerships Act 1907 (publication of warning notice) do not apply.
143 Voluntary deregistration of limited partnership
After section 25 of the Limited Partnerships Act 1907 (inserted by section 141 of this Act) insert—
Voluntary deregistration of limited partnership
26 (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).
144 Removal of limited partnership from index of names
After section 26 of the Limited Partnerships Act 1907 (inserted by section 143 of this Act) insert—
Removal of limited partnership from index of names
27 (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.
145 Delivery of documents relating to limited partnerships
After section 32 of the Limited Partnerships Act 1907 (inserted by section 134 of this Act) insert—
Delivery of documents to the registrar
Documents to be delivered by authorised corporate service providers
33 (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.
After section 33 of the Limited Partnerships Act 1907 (inserted by section 145 of this Act) insert—
False statements: basic offence
34 (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)).
False statements: aggravated offence
35 (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)).
147 National security exemption from identity verification
After section 35 of the Limited Partnerships Act 1907 (inserted by section 146 of this Act) insert—
National security exemption from identity verification
National security exemption from identity verification
36 (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.
After section 36 of the Limited Partnerships Act 1907 (inserted by section 147 of this Act) insert—
Service of documents
Service of documents on limited partnership
37 A document may be served on a limited partnership by leaving it at, or sending it by post to, the limited partnership’s registered office.
After section 7 of the Limited Partnerships Act 1907 insert—
Application of company law
7A (1) The Secretary of State may by regulations—
(a) make provision in relation to limited partnerships that corresponds or is similar to any provision relating to companies or other corporations made by or under, or capable of being made under, any Act;
(b) provide for any such provision which would otherwise have effect in relation to limited partnerships not to apply to them or to apply to them with such modifications as appear appropriate.
(2) Regulations under subsection (1) may amend or repeal provision made by this Act, the Partnership Act 1890 or the Companies Act 2006.
(3) The provision which 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 any Act, whenever passed or made.
(4) Regulations under subsection (1) are subject to the negative resolution procedure if they only make provision that corresponds or is similar to provision made or capable of being made by regulations subject to the negative resolution procedure.
(5) Any other regulations under subsection (1) are subject to the affirmative resolution procedure.
150 Application of Partnership Act 1890 (meaning of firm)
In section 4 of the Partnership Act 1890 (meaning of firm), after subsection (2) insert—
(3) In relation to a limited partnership registered under the Limited Partnerships Act 1907, subsection (2) applies only if the limited partnership was registered by the registrar for Scotland.
After section 37 of the Limited Partnerships Act 1907 (inserted by section 148 of this Act) insert—
Regulations
Regulations
38 (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.
153 Registration of qualifying Scottish partnerships
(1) The Secretary of State may by regulations—
(a) make provision requiring the delivery to the registrar of information in connection with a qualifying Scottish partnership;
(b) make provision for the purpose of ensuring that a partner of a qualifying Scottish partnership has at least one managing officer who is an individual whose identity is verified (within the meaning of section 1110A of the Companies Act 2006);
(c) make provision in relation to qualifying Scottish partnerships that corresponds or is similar to any provision relating to companies or limited partnerships made by or under, or capable of being made under, any Act.
(2) The regulations may create summary offences, punishable with a fine, in connection with any provision made by virtue of subsection (1)(a) or (b).
(3) Do not read subsection (2) as impliedly limiting the provision that can be made by virtue of subsection (1)(c).
(4) The provision that may be made by virtue of subsection (1)(c) includes provision for the purpose mentioned in subsection (1)(b).
(5) The provision which may be made by regulations under subsection (1) by virtue of section 217(1)(a) includes provision amending, repealing or revoking provision made by or under any Act, whenever passed or made.
(6) In this section—
“managing officer” has the meaning given by section 3(1) of the Limited Partnerships Act 1907;
“qualifying Scottish partnership” means a partnership, other than a limited partnership, that—
is constituted under the law of Scotland, and
is a qualifying partnership with the meaning given by regulation 3 of the Partnership (Accounts) Regulations 2008;
“the registrar” means registrar of companies for Scotland.
154 Power to amend disqualification legislation in relation to relevant entities: GB
After section 22H of the Company Directors Disqualification Act 1986 insert—
Power to amend application of Act in relation to relevant entities
22I (1) The Secretary of State may by regulations amend this Act for the purpose of applying, or modifying the application of, any of its provisions in relation to relevant entities.
(2) For that purpose, the regulations may in particular—
(a) extend the company disqualification conditions to include corresponding conditions relating to a relevant entity;
(b) limit the company disqualification conditions to remove conditions relating to a relevant entity;
(c) modify which company disqualification conditions can, in combination with each other, result in a person being disqualified under this Act;
(d) provide for any of the company disqualification conditions to result in or contribute to a person being disqualified from acting in a role or doing something in relation to a relevant entity.
(3) In this section “the company disqualification conditions” means the conditions that can result in or contribute to a person being disqualified under this Act from acting in a role or doing something in relation to any entity.
(4) In this section a “relevant entity” means—
(a) a limited partnership registered under the Limited Partnerships Act 1907;
(b) a limited liability partnership registered under the Limited Liability Partnerships Act 2000;
(c) a partnership, other than a limited partnership, that is—
(i) constituted under the law of Scotland, and
(ii) a qualifying partnership within the meaning given by regulation 3 of the Partnerships (Accounts) Regulations 2008.
(5) Regulations under this section may make—
(a) consequential, supplementary, incidental, transitional or saving provision;
(b) different provision for different purposes.
(6) The provision which may be made by virtue of subsection (5)(a) includes provision amending provision made by or under either of the following, whenever passed or made—
(a) an Act;
(b) Northern Ireland legislation.
(7) Regulations under this section are to be made by statutory instrument.
(8) A statutory instrument containing regulations under this section may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament.
155 Power to amend disqualification legislation in relation to relevant entities: NI
(1) The Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) is amended as follows.
(2) In Article 2(2) (interpretation), for the definition of “regulations” substitute—
“regulations”, except in Articles 13D and 25D, means regulations made by the Department subject (except in Article 23(3)) to negative resolution;
.
(3) After Article 25C insert—
Power to amend application of Order in relation to relevant entities
25D (1) The Secretary of State or the Department may by regulations amend this Order for the purpose of applying, or modifying the application of, any of its provisions in relation to relevant entities.
(2) For that purpose, the regulations may in particular—
(a) extend the company disqualification conditions to include corresponding conditions relating to a relevant entity;
(b) limit the company disqualification conditions to remove conditions relating to a relevant entity;
(c) modify which company disqualification conditions can, in combination with each other, result in a person being disqualified under this Order;
(d) provide for any of the company disqualification conditions to result in or contribute to a person being disqualified from acting in a role or doing something in relation to a relevant entity.
(3) The Secretary of State must obtain the consent of the Department before making regulations under this Article.
(4) In this Article “the company disqualification conditions” means the conditions that can result in or contribute to a person being disqualified under this Order from acting in a role or doing something in relation to any entity.
(5) In this Article a “relevant entity” means—
(a) a limited partnership registered under the Limited Partnerships Act 1907;
(b) a limited liability partnership registered under the Limited Liability Partnerships Act 2000;
(c) a partnership, other than a limited partnership, that is—
(i) constituted under the law of Scotland, and
(ii) a qualifying partnership within the meaning given by regulation 3 of the Partnerships (Accounts) Regulations 2008.
(6) Regulations under this Article may make consequential, supplementary, incidental, transitional or saving provision.
(7) The provision which may be made by regulations made by the Secretary of State by virtue of paragraph (6) includes provision amending provision made by or under either of the following, whenever passed or made—
(a) an Act;
(b) Northern Ireland legislation.
(8) The provision which may be made by regulations made by the Department by virtue of paragraph (6) includes provision amending provision made by or under Northern Ireland legislation, whenever passed or made.
(9) Regulations made by the Secretary of State under this Article are to be made by statutory instrument.
(10) A statutory instrument containing regulations made by the Secretary of State under this Article may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament.
(11) Regulations made by the Department under this Article are subject to negative resolution.
In section 3 of the Economic Crime (Transparency and Enforcement) Act 2022, in subsection (2)—
(a) in paragraph (b), omit “, or otherwise in connection with the register”;
(b) after paragraph (b) (but before the “and” at the end) insert—
(ba) documents delivered to the registrar under or by virtue of Part 35 of the Companies Act 2006 in connection with the register or the delivery of other documents that, on registration, will form part of the register,
.
157 Required information about overseas entities: address information
In the following provisions of Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (which refer to an entity’s registered or principal office) omit “registered or”—
paragraph 2(1)(c);
paragraph 5(1)(b);
paragraph 6(1)(d);
paragraph 7(1)(b).
In Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (required information), in paragraph 2—
(a) in sub-paragraph (1), after paragraph (g) insert—
(h) if the entity is the registered proprietor of one or more qualifying estates in land in England and Wales, the title number of each of them;
(i) if the entity is the registered owner of one or more qualifying estates in Northern Ireland, the folio number in respect of each of them;
(j) if the entity is—
(i) entered as proprietor in the proprietorship section of the title sheet for one or more plots of land that are registered in the Land Register of Scotland, or
(ii) the tenant under one or more leases registered in the Land Register of Scotland,
the title number of the title sheet, in respect of each of them, in which the entity’s interest is registered.
;
(b) after sub-paragraph (2) insert—
(3) In sub-paragraph (1)(h)—
“registered proprietor”, in relation to a qualifying estate, means the person entered as proprietor of the estate in the register of title kept by the Chief Land Registrar;
“qualifying estate” has the meaning given by paragraph 1 of Schedule 4A to the Land Registration Act 2002.
(4) In sub-paragraph (1)(i)—
“registered owner”, in relation to a qualifying estate, means the person registered in the register kept under the Land Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) as the owner of the estate;
“qualifying estate” has the meaning given by paragraph 1 of Schedule 8A to the Land Registration Act (Northern Ireland) 1970.
(5) In sub-paragraph (1)(j)—
(a) “lease”, “plot of land” and “proprietor” have the meanings given by section 113(1) of the Land Registration etc. (Scotland) Act 2012;
(b) the reference to an entity’s being entered as proprietor in the proprietorship section of a title sheet is a reference to the name of the entity being so entered.
(1) Paragraph 8 of Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (required information) is amended as follows.
(2) In sub-paragraph (1), for paragraphs (d) to (f) substitute—
(d) the specified details of each beneficiary under the trust;
(e) the specified details of each settlor or grantor and, in relation to any settlor or grantor that is a legal entity, the specified details of any person who at the time at which the trust is settled—
(i) is a registrable beneficial owner in relation to that entity (if it is overseas entity), or
(ii) would be a registrable beneficial owner in relation to the entity if that entity were an overseas entity;
(f) the specified details of any interested person under the trust and the date on which they became an interested person.
(3) After sub-paragraph (1) insert—
(1A) In sub-paragraph (1)(d) to (f) “the specified details”—
(a) in relation to a person who is an individual, means—
(i) name, date of birth and nationality;
(ii) usual residential address;
(iii) a service address;
(b) in relation to a person that is a legal entity, means—
(i) name;
(ii) principal office;
(iii) a service address;
(iv) the legal form of the entity and the law by which it is governed;
(v) any public register in which it is entered and, if applicable, its registration number in that register.
(4) In sub-paragraph (2), for “sub-paragraph (1)(c)” substitute “sub-paragraphs (1)(c) and (1A)(a)”.