30 October 2023

UK Limited Partnership Reform Becomes Law: A Practical Guide of How Best To Get Ready To Comply

The Economic Crime and Corporate Transparency Act (ECCTA) became law on 26 October 2023, having completed the legislative process and received Royal Assent. Part 2 of ECCTA introduces significant reforms to UK limited partnership (UKLP) law, principally to tighten registration requirements and increase transparency. Our October 2022 client alert (UK Limited Partnership Legislative Reform Package Introduced in the Economic Crime and Corporate Transparency Bill) sets out the background and key features of the UKLP changes. This briefing focuses on the practical steps those with UKLPs in their fund or joint venture structures can take - so that general partners (GPs) of existing UKLPs can efficiently comply with ECCTA within the short six-month transitional period when it is announced, and that those wanting to register new UKLPs are prepared for the necessary adaptations to their current models and new procedural and filing requirements.

As of 26 October, the only UKLP reform provisions that actually came into force are those that empower the Secretary of State to produce secondary implementing legislation, such as setting out further details on how the delivery of documents to Companies House by authorised corporate service providers (ACSPs) will be effected and how the power for HMRC to obtain partnership accounts is to be implemented. The timing of the operative sections of the ECCTA — the majority of which confirm proposed amendments to the Limited Partnerships Act 1907 (the 1907 Act) — and confirmation of when the six-month transitional period starts, are to be set out in Statutory Instruments (SIs). These SIs are to follow, and it remains unclear when they will be published and if the effective dates for the series of reforms to come into force will be delayed, staggered, or immediate. We would expect a slight delay before the SIs are published; that they include amended or new Companies House forms; and for the reformed sections of the 1907 Act to take effect on the same date rather than through a staggered implementation.

This briefing looks at the UKLP reform under the ECCTA only. The ECCTA has a suite of wider-ranging reforms to tackle economic crime and improve transparency over corporate entities, including reform to the role of Companies House; new powers for law enforcement to seize and recover cryptoassets which are the proceeds of crime or associated with money laundering, fraud or other illicit activity; and a strengthening of money laundering powers.

New Registration Requirements and Information To Be Provided to Companies House

Both existing UKLPs (by the end of the six-month transitional period) and those registering new UKLPs (as part of their application) will have to comply with new registration and information requirements. We have set out the detail in the tables below. The transitional period is critical for existing UKLPs, as compliance with the new requirements is proposed to be used in tandem with a power for the registrar of Companies (Registrar) to confirm dissolution of unresponsive UKLPs.

New registration requirements

New requirement

What it means


Identify UKLP’s registered office with a UK connection

Must be an appropriate address where it is at least one of the following (and the GP must specify which one):

  • the UKLP’s principal place of business (PPoB)
  • the usual residential address of a GP that is an individual
  • the registered or principal office of a GP that is a legal entity
  • the address of an ACSP that is acting for the UKLP

UKLPs that still have their PPoB in England or Scotland should use that address. For UKLPs with a PPoB outside of the UK, unless there is second GP based in the UK, they will need to use the address of an ACSP.

There should be no effect on the regulatory status of existing alternative investment funds (AIFs), as the UK alternative investment fund managers (AIFM) regulations are to be amended so that an AIF’s registered office for UKLP AIFs (which are not themselves authorised or registered) is to be read as reference to its PPoB.

Appoint registered officers and provide named contacts for all GPs that are legal entities

A GP that is a legal entity must:

  • have an individual appointed as its “registered officer” that is one of its managing officers
  • provide individual contacts for each of its officers that are also legal entities (i.e., an individual managing officer of any corporate managing officer)

For a GP that is a company, the registered officer will be a director; for a limited liability partnership (LLP) GP, an individual member of the LLP; and for GPs that are limited partnerships, there are some interpretative grey areas in the legislation, and further fact-specific analysis may be needed.

Named contacts of corporate managing officers will typically be an individual who is a director of a company or member of an LLP.

Appoint an ACSP

An ACSP has to deliver certain documents, including:

  • registration applications
  • notices of changes (Form LP6)
  • confirmation statements
  • applications for administrative revival

In practice, this means that these applications, when not made by FCA–regulated investment firms themselves, will have to be made by company service providers, law firms, and other advisers that are appropriately supervised and offer this service.

Verify the identify of the registered officers

This can be done either by the Registrar or by a verification statement delivered by an ACSP.

Secondary legislation is to follow setting out details on this.

Confirm nature of partnership business

This can be reference to one or more classification categories.

Secondary legislation is to follow setting this out and is expected to align with the UK Standard Industrial Classification of Economic Activities 2007.

Registered email address

As for the UKLP’s registered office, its registered email address must be “appropriate.”

An email address is appropriate if “in the ordinary course of events, emails sent to it by the Registrar would be expected to come to the attention of a person acting on behalf of the limited partnership.”

No person can act as GP if they are disqualified under the director disqualification legislation

Existing UKLPs will need to ensure that any GP who is disqualified ceases to be a GP.

For existing UKLPs, this applies irrespective of whether the GP was disqualified before or after this section came into force.

New registration information

New requirement

What it means


Provide specified information for each partner

For existing UKLPs, further notice must be given to the Registrar when there is a change in a partner’s name before the earlier of the end of the transitional period and the delivery of the required information.

For a legal entity, this includes:

  • name
  • registered or principal office
  • service address
  • legal form and its governing law
  • for a GP, any register it’s on

For an individual, this includes:

  • name or former names
  • date of birth and nationality
  • usual residential address
  • part of UK or other country or state where a resident
  • for GP, service address (this can be the UKLP’s registered office)

These details will be required for each proposed partner and then additionally for any partner who is subsequently admitted.

For existing UKLPs, this appears to relate to all current partners and those who were partners on registration. This is most likely to catch the initial limited partner and initial GP (if it has since changed) along with all current partners.

Provide specified information for registered officer and named contact of a corporate managing officer

For a registered officer, this includes:

  • name or former names
  • date of birth and nationality
  • usual residential address
  • part of UK or other country or state where a resident
  • a service address (this can be the UKLP’s registered office)

For a named contact, this includes:

  • name or former name
  • usual residential address
  • email address

For registered officers, this is the same information as for individual partners.

The identity of the registered officer must be verified.

Certain information is not to be made available for public inspection, including protected date-of-birth and residential address information, registered email addresses, named contacts, and any documents delivered by ACSPs. However, under certain circumstances, the Registrar can disclose, for example, where the same information is already publicly available or (for certain information relating to individuals) to credit reference agencies. Partners are also restricted from disclosing the residential address and date-of-birth information of other partners.

UKLP Registration Application: Consolidating New Requirements With Those That Continue to Apply

For new registrations, Companies House forms must be signed by all of the partners and sent to the Registrar for both ordinary UKLPs and private fund limited partnerships (PFLPs). The information that must be included is set out in the table below. The new requirements are marked with an asterisk.

Registration of UKLPs at Companies House (information to be provided)

Ordinary UKLP


Firm name

General nature of partnership business*


Information on each partner,* registered officer,* and named contact* (as set out below)

Sum contributed by each partner and whether it is paid in cash or otherwise


Address of the proposed registered office (as set out above)*

Term (if any) for which the partnership is entered into


Registration of Changes in UKLPs and PFLPs

The legislative reform has a knock-on effect of what information needs to be given to Companies House of certain changes to a UKLP within 14 days of the change occurring. The changes that must be registered are set out in the table below, with new issues marked with an asterisk. 

Ordinary UKLP


A person becomes or ceases to be a GP or a limited partner

Required information about or any change of a partner* (individual or legal entity, see above), including confirmation that the GP is not disqualified,* registered officers,* and named contacts (of a corporate managing officer)* of a GP that is a legal entity

Intended general nature of UKLP business*


Firm name, registered office,* email,* and PPoB

Term or character of UKLP


Any change in sum contributed by a limited partner

Established before April 2017: any withdrawal of capital contribution by a limited partner

Changes after application is submitted but before registration*: details or changes in partners, PPoB, general nature, term, amount, and form of a limited partner’s capital contribution

Changes after application is submitted but before registration*: details or changes of partners and PPoB

Annual Confirmation Statements

As is already the case for certain UK companies, LLPs and Scottish limited partnerships (SLPs), English limited partnerships (ELPs) will have to provide an annual confirmation statement to the Registrar within 14 days of each review period to confirm all the information on the register is correct and deliver any necessary updates.

For existing ELPs, the first confirmation statement is due within 14 days after the six-month transitional period and every 12 months after that. For new ELPs, it is due within 14 days of the anniversary of the partnership’s registration and in each subsequent 12-month period, which can be shortened on notice to the Registrar from the GP.

The following information is to be delivered with the confirmation statement:

  • notice of any changes (i.e., legal entity becomes a corporate managing officer of the GP, someone becomes or ceases to be a GP or limited partner, there is a change in any required information about the partners, or there are any other specified changes in the UKLP)
  • if either registered office or email are not an appropriate address
  • if a GP’s registered officer or named contact of a managing officer of any corporate managing officer do not meet the requirements

Duty To Notify The Registrar of the Dissolution of a UKLP

A GP must notify the Registrar of dissolution within 14 days of becoming aware. If there are no GPs at the time, a limited partner must make the notification within 14 days.

Other Provisions To Be Aware Of

This briefing does not cover other changes introduced by the UKLP reform in the Act, including the following (most of which remain as per the original legislative reform set out in our previous alert):

  • more detailed provisions on how a UKLP can be dissolved
  • voluntary deregistration of UKLPs
  • ability for Registrar to confirm dissolution of UKLPs
  • impact on partnership records, the Registrar’s record, and the index of names on dissolution (see below on some updates)
  • power for HMRC to obtain partnership accounts
  • new criminal sanctions introduced in certain cases for failure to comply

There have been some changes to the ECCTA since the Bill was first published – principally, around a UKLP’s dissolution procedure. When a UKLP dissolution occurs (and on a UKLP’s voluntary de-registration), the Registrar has to remove that UKLP from the index of names that it has to maintain under the Companies Act 2006. Crucially, under the new legislative mechanics, a limited partner’s limited liability will be preserved during the winding up process as it remains ‘registered’ as a limited partnership (with a note added to the partnership register by the Registrar to state that it has been dissolved or de-registered) despite being removed from the index of names.

Existing UKLPs will also want to consider if any amendments are needed to their partnership documents, such as those relating to the publication of partnership accounts, provision of information, and GP powers on dissolution.

To discuss the contents of this alert, please feel free to contact any of the authors or your usual Goodwin contact.