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Guidance Register a limited partnership

Updated 27 July 2017

Contents

1. Registering a limited partnership 2. Private fund limited partnerships (PFLP) 3. Authorised partnerships 4. How to register a limited partnership 5. People with Significant Control (PSC) 6. PSC information 7. Confirmation statement 8. Restrictions on the disclosure of PSC information 9. General changes to partnership details 10. Delivery of limited partnership forms 11. Limited partnership accounts 12. Dissolving a limited partnership 13. Further information 14. Limited partnership forms

https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 1/10 28/1/2018 Register a limited partnership - GOV.UK

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This publication is available at https://www.gov.uk/government/publications/limited-partnership-act/register-a- limited-partnership

https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 2/10 28/1/2018 Register a limited partnership - GOV.UK

If you’re considering forming a limited partnership, you should refer to the legislation governing limited partnerships or seek specialist legal advice.

You’ll find the relevant law in the Limited Partnerships Act 1907 (as modified by The Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013 (http://www.legislation.gov.uk/uksi/2013/1388/contents/made), The Legislative Reform (Private Fund Limited Partnerships) Regulations 2017) (http://www.legislation.gov.uk/ukdsi/2017/9780111153208) and the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.

1. Registering a limited partnership

A limited partnership consists of:

one or more people (called general partners), who are liable for all debts and obligations of the firm one or more people (called limited partners), who contribute a sum or sums of money as capital, or property valued at a stated amount

Generally, limited partners are not liable for the debts and obligations of the firm beyond the amount contributed.

1.1 If you don’t register your partnership

Until your partnership is registered, all partners will be equally responsible for any debts and obligations incurred.

1.2 Who can be a partner

Generally, an individual or a legal body (for example, a company) can be a partner in a limited partnership, either as a general or as a limited partner. A person can’t be a general and a limited partner at the same time.

1.3 Restrictions on limited partners

If a limited partner draws out or receives back any part of its contribution to the partnership during its lifetime, it becomes liable for all the debts and obligations of the firm up to the amount drawn out or received back. This doesn’t apply to an authorised limited partnership or PFLP.

If a limited partner takes part in the management of the firm, it becomes liable for all the debts and obligations of the firm incurred whilst doing this. This doesn’t apply to a PFLP.

A limited partner has no power to bind the firm.

2. Private fund limited partnerships (PFLP)

The Legislative Reform (Private Fund Limited Partnerships) Order 2017 provides for a collective investment scheme as defined under the Financial Services and Markets Act to be designated as a PFLP.

A PFLP’s structure differs from the ordinary limited partnership structure in the following areas:

1. A PFLP won’t be required to contribute capital to the partnership. 2. If they do contribute capital, they’re allowed to withdraw it without being liable for debts and obligations to the amount withdrawn. 3. Limited partners can to make a decision about whether to wind up the partnership where there are no general partners and to nominate a third party to wind up the partnership on their behalf. https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 3/10 28/1/2018 Register a limited partnership - GOV.UK 4. The partnership doesn’t have to advertise most changes in the London, Edinburgh or Belfast Gazette, but do have to advertise status changes. 5. Limited partners aren’t required to comply with statutory duties which are inappropriate to the role of a passive investor. A limited partner in a PFLP takes the role of a passive investor. 6. The regulations include a non-exhaustive list of activities which a limited partner may be allowed to undertake without being considered as taking part in management.

2.1 Designating a limited partnership as a PFLP

If your limited partnership is authorised to conduct its business as a PFLP, you should submit a form LP8. Once we’ve registered the form, we’ll issue a certificate to confirm the limited partnership has been designated as a PFLP. The fee for filing this form is £10.

3. Authorised partnerships

An authorised partnership is a limited partnership (which is not a PFLP) authorised by the Financial Conduct Authority (FCA) to act as an Authorised Contractual Scheme (ACS) under the Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013 (http://www.legislation.gov.uk/ukdsi/2013/9780111537756).

The general partner must be a corporate body incorporated in the UK, or in another EEA state and it must have a place of business in the UK, or in another EEA state. For further information you should contact the FCA.

3.1 Information required from an authorised partnership

An authorised partnership must tell us it’s been authorised by the FCA and include the authorisation number on a form LP6. You must also tell us if that authorisation is revoked.

An authorised partnership doesn’t need to tell us about changes in limited partners or changes in sums contributed by limited partners.

The FCA authorisation number will be recoded at Companies House. Anybody wishing to verify details of the partnership can use the authorisation number to search the FCA register (http://www.fsa.gov.uk/register/cisSearchForm.do).

4. How to register a limited partnership

A limited partnership must be registered under the Limited Partnerships Act 1907. To register, you must send us an application for registration (form LP5), or a form LP5(s) if registering the LP in Scotland, signed by all the partners. The limited partnership will come into existence on registration of an acceptable LP5 or LP5(s).

If you intend to apply for registration and designation as a PFLP, use form LP7 or a LP7(s) if registering the LP in Scotland. The limited partnership comes into existence on registration of an acceptable LP7 or LP7(s).

Send your form to our Cardiff or London office if your limited partnership’s principal place of business will be in England and Wales. If your principal place of business will be in Scotland, send your form to our Edinburgh office, and if your principal place of business will be in Northern Ireland, send your form to our Belfast office.

The information supplied on the form must include:

1. The firm’s name, with the appropriate name ending – Limited Partnership or LP. If the limited partnership has its principal place of business in Wales, you can use Partneriaeth Cyfyngedig or PC, if you prefer. 2. The general nature of the business. This doesn’t apply to an authorised limited partnership or PFLP. https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 4/10 28/1/2018 Register a limited partnership - GOV.UK 3. The address of the principal place of business. 4. The full name of each partner. List general and limited partners separately. 5. The term (if any) for which the partnership is entered into (this begins with the date of registration and doesn’t apply to an authorised limited partnership or PFLP). 6. The sum contributed by each limited partner, and whether it’s paid in cash or otherwise (this doesn’t apply to a PFLP).

If you’re a Scottish limited partnership (SLP) you’ll also need to provide:

1. A statement of initial significant control containing your SLP’s PSC information or a statement that there’s no registerable person or Relevant Legal Entity (RLE) in relation to the SLP. 2. A proposed new SLP must include PSC information in the form LP5s or the LP7s.

Once we receive these, we’ll issue a certificate of registration if the name is acceptable.

5. People with Significant Control (PSC)

SLPs now have an obligation to investigate their ownership and control and start registering this information from 24 July 2017.

A PSC is anyone in the SLP who meets one or more of the conditions listed in the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.

An SLP can have more than one PSC. A PSC is a person who:

directly or indirectly holds the right to more than 25% of the surplus assets on winding up the SLP directly or indirectly holds more than 25% of the voting rights in the SLP directly or indirectly holds the right to appoint or remove the majority of those entitled to take part in the management of the SLP otherwise has the right to exercise, or actually exercising, significant influence or control over the SLP has the right to exercise or actually exercises, significant influence or control over the activities of a trust and the trustees of the trust hold, directly or indirectly, any of the rights set in the first four bulletin points above has the right to exercise or actually exercises, significant influence or control over the activities of a firm and the members of the firm hold, directly or indirectly, any of the rights set in the first 4 bulletin points above.

Following registration all SLPs will also have to keep their PSC information up to date and tell us of any changes. They must also send a confirmation statement at least once a year.

Information to help SLPs identify their PSC (https://www.gov.uk/government/publications/guidance-to-the-people-with- significant-control-requirements-for-companies-and-limited-liability-partnerships) can be found in the online guidance.

5.1 Categories of PSC

There are 3 categories of registrable PSC and specific information required for each. The categories are an individual (registrable person), a registrable relevant legal entity (RLE) and another registrable person. Further information on these different categories (https://www.gov.uk/government/publications/guidance-to-the-people-with- significant-control-requirements-for-companies-and-limited-liability-partnerships) can be found in the online guidance.

The following information must be provided about each:

5.2 For an individual person with significant control: https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 5/10 28/1/2018 Register a limited partnership - GOV.UK the date that individual became a registrable person their name, country/territory of residence and nationality their service address their usual residential address (this is not shown on the public register) their full date of birth (this is not shown on the public register) the nature of their control over the SLP]

5.3 For a registrable RLE (such as a company):

• the date that they became a registrable RLE * their corporate name * their registered or principal office address * the legal form of the corporate body * the governing law under which the RLE was registered * where the RLE was registered (if applicable) * the RLE’s registration number (if applicable) * the nature of their control over the SLP

5.4 For another registrable person (such as a corporation sole or local authority):

their name their principal office the legal form of the person and the law by which they’re governed the date on which they became a registrable person in relation to the SLP in question the nature of their control over the SLP

6. PSC information

All SLPs must send us information about their PSCs using the following forms.

Notice of individual person with significant control of an SLP SLP PSC01

Notice of relevant legal entity with significant control of an SLP SLP PSC02

Notice of other registrable person (ORP) with significant control of an SLP SLP PSC03

SLP Notice of change of details for individual with significant control of an SLP PSC04)

Notice of change of details for relevant legal entity of an SLP SLP PSC05

Notice of change of details of ORP of an SLP SLP PSC06

Notice ceasing to be an individual person with significant control or an RLE or ORP of an SLP PSC07 SLP

Notice of PSC statements of an SLP SLP PSC08

Notice of update to PSC statements of an SLP form SLP PSC09

This information must be submitted within the 14 day period set out in the regulations. Further information is also included in the PSC guidance (https://www.gov.uk/government/publications/guidance-to-the-people-with- significant-control-requirements-for-companies-and-limited-liability-partnerships).

https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 6/10 28/1/2018 Register a limited partnership - GOV.UK

7. Confirmation statement

From 24 July 2017 all SLPs will need to file a confirmation statement form (SLP CS01) to confirm that all the information concerning PSCs and information required under the Limited Partnership Act 1907 has been filed or is being filed at the same time.

This statement must be made at least once a year, but the you can make a statement more regularly. The confirmation statement must be delivered within 14 days of the end of the review period. It’s a criminal offence to not file your confirmation statement within 14 days of the end of the review period. If you don’t do this, we may prosecute the SLP and its officers.

7.1 Determining an SLP review period

For SLPs registered on or after 26 June 2017 the review period covered by an SLP’s first confirmation statement begins on the date of registration and ends 12 months later. For SLPs registered before 26 June 2017 the review period is the period beginning with 24th July 2017 and ending on the day before the first anniversary of its registration date occurring after 26 June 2017. Subsequent review periods will be a period of 12 months beginning the day after the end of the previous review period.

An SLP can make a confirmation statement at any time during the review period. The period covered by a specific confirmation statement is known as the confirmation period. A confirmation period can be shorter than the review period, but it cannot exceed the review period. It cannot be longer than 12 months. If an SLP makes a confirmation statement early, its next review period will start the day after the date of that confirmation statement.

You must make a confirmation statement even if there haven’t been any changes during the review period.\

The fee for filing the SLP confirmation statement form (SLP CS01) is £17. If you file more than one confirmation statement in a 12 month period, you’ll only need to pay the fee once.

8. Restrictions on the disclosure of PSC information

Some SLPs will have PSCs whose information is protected. This means that successful applications have been made for all of their PSC information to be protected from disclosure on the public record (Regulations 48 to 50 of the Scottish Partnerships (Register of People of Significant Control) Regulations 2017). This protected information will still be available to law enforcement agencies.

Further information on restricting the disclosure of PSC information can be found on GOV.UK.

9. General changes to partnership details

If any alteration is made to any details other than PSC information previously registered, you must tell us about the change on LP6 within seven days.

9.1 Fees for registering a limited partnership

The general registration fee (forms LP5, LP5(s), LP7 or LP7(s)) is £20. The fee for a same day registration is £100. Cheques should be made payable to ‘Companies House’.

There is a 3pm deadline for the processing of all same-day applications. All documentation must be delivered to the appropriate office, correctly completed and including the appropriate fee, by this deadline to be processed on that day. You should enclose a telephone number with all applications to enable our staff to make contact regarding collections or rejections. https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 7/10 28/1/2018 Register a limited partnership - GOV.UK If your application is rejected, we’ll telephone you when all other queued applications have been processed. Once corrected, your application must be returned to us by 3pm to be processed that day.

Any applications received after 3pm and before 5pm will be processed on the following working day. For partnerships whose proposed principal place of business will be situated in England or Wales, we don’t advise you to submit a same-day application after 5pm as all post received after this time will be forwarded, unopened, to our Cardiff office.

Same day applications made for either Scottish or Northern Irish companies can’t be processed at the London office. These applications are only processed at our offices in Edinburgh and Belfast respectively.

10. Delivery of limited partnership forms

The general partners are responsible for sending these forms, even if the preparation of the documents was delegated to someone else.

Under The Limited Partnerships Act 1907 there are penalties for various defaults in carrying out the requirements of the Act and for failing to send us the required forms.

Unless you’re an authorised partnership or PFLP, any arrangement or transaction under which a general partner will become a limited partner in the firm must be advertised in the London, Edinburgh or Belfast Gazette. Notice must also be advertised in the Gazette of any arrangement or transaction where a limited partner’s share in the firm will be assigned to somebody else. These arrangements or transactions don’t have any effect until this notification has been advertised.

11. Limited partnership accounts

11.1 Limited partnership accounts

There’s no requirement for a limited partnership to send accounts to us unless The Partnerships (Accounts) Regulations 2008 (SI 569/2008) (http://www.legislation.gov.uk/uksi/2008/569/contents/made) as amended by the Companies and Partnerships (Accounts and Audit) Regulations 2013 apply.

Read Guidance on the amended regulations (https://www.gov.uk/government/publications/life-of-a-company- annual-requirements).

Where these regulations apply, any General Partners that are UK limited companies, must attach a copy of the partnership’s accounts to the copy of their own limited company accounts that they submit for filing.

12. Dissolving a limited partnership

When a limited partnership is dissolved, the general partners must wind up its affairs unless the court orders them not to. Subject to any agreement between the partners, a limited partner isn’t entitled to dissolve the partnership by notice, and the other partners are not entitled to dissolve the partnership merely by reason of any limited partner suffering his share to be charged for his separate debt.

The death or bankruptcy of a limited partner isn’t a ground for dissolution. A limited partner being a ‘person of unsound mind’ isn’t a ground for dissolution of the partnership by a court, unless the person’s share in the partnership can’t be otherwise ascertained and realised.

12.1 Removing a limited partnership name from the registrar’s index of names

https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 8/10 28/1/2018 Register a limited partnership - GOV.UK Although a Limited Partnership can be dissolved as explained above, the Limited Partnership Act 1907 doesn’t make it a requirement to tell Companies House.

13. Further information

14. Limited partnership forms

Forms for registering or making changes to limited partnerships (https://www.gov.uk/government/collections/companies-house-forms-for-limited-partnerships) are in the collection.

14.1 Inspecting documents

All registration documents relating to English and Welsh partnerships may be inspected at:

England and Wales

The Registrar of Companies Companies House Crown Way Cardiff CF14 3UZ or they may also be made available by giving two days’ notice at:

The London Search Room Companies House 4 Abbey Orchard Street Westminster London SW1P 2HT

Scottish partnership documents may be inspected at:

Scotland

Companies House Fourth floor Edinburgh Quay 2 139 Fountainbridge Edinburgh EH3 9FF

Northern Ireland partnership documents may be inspected at:

Northern Ireland

Companies House Second floor The Linenhall 32-38 Linenhall Street

https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 9/10 28/1/2018 Register a limited partnership - GOV.UK Belfast Northern Ireland BT2 8BG

https://www.gov.uk/government/publications/limited-partnership-act/register-a-limited-partnership 10/10