Limited Partnerships And The Economic Crime Reforms

The Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) introduces significant reform to the legal framework governing UK business entities, and limited partnerships (“LPs”) are no exception. ECCTA marks a clear shift in government policy, aiming to increase transparency and prevent misuse.

As these changes begin to come into effect, LPs must prepare for a new era of compliance. Below, we outline the practical steps LPs should be considering now in anticipation.

Delivery of documents to the Registrar

Any application made to Companies House, for example, to register an LP, change its registered office or email address, to notify changes relating to partners and officers of general partners, or the filing of a confirmation statement, must be made using an Authorised Corporate Service Provider (“ACSP”). An ACSP must be supervised for anti-money laundering purposes, and the Registrar will reject applications and filings that are not made via an ACSP.

New Registration and Information Requirements

Historically, LPs have enjoyed a relatively light-touch regime, but ECCTA will require them to provide more detailed information both on formation and on an ongoing basis.

On registration, LPs will now need to provide additional information about each partner (including nationality, date of birth, and a verified address).

A “registered office address” must be maintained that meets the same “appropriate address” standards as for companies and LLPs – PO boxes alone will no longer be sufficient.

All LPs must confirm annually that the information on the register is accurate via a confirmation statement.

LPs should review and, if necessary, update their registered office address to ensure it complies with the new standards and collate the required personal information for all general and limited partners. Consider putting in place internal processes to ensure timely submission of the new annual confirmation statement.

Identity Verification for General Partners

A major development under ECCTA is the introduction of identity verification for individuals with key roles – including general partners in LPs.

All individual general partners must complete identity verification either through Companies House or via an ACSP. If a corporate general partner is appointed, a relevant managing officer (such as a director) will need to complete identity verification.

Identity verification should become a requirement by Autumn 2025, where there will be a 12-month transition period for all existing individuals who are required to verify their identity. Once a person’s identity has been verified, they will receive a unique identifier (UID) and will be marked as verified.

LPs should identify which individuals will need to be verified and ensure they are prepared to complete the process when it goes live (although individuals can already voluntarily verify their identity).

Transparency of Ownership and Control

The government is particularly focused on tackling ambiguous ownership structures, and ECCTA introduces new requirements for LPs in this area.

General partners will be required to provide and maintain accurate information about all partners, and to notify Companies House of any changes. LPs will also need to indicate whether any person exercises significant control over the partnership and provide related details.

Consider now whether your LP has any individuals or entities that would fall within the scope of “persons with significant control” (PSCs).

Non-Compliance

ECCTA gives Companies House stronger enforcement powers, including the ability to query information and remove entities from the register where there is evidence of non-compliance or inactivity.

LPs failing to comply with the new obligations may be deregistered or struck off the register. Criminal and civil penalties may apply for partners who fail to comply with filing, identity verification, or transparency obligations.

LPs should make sure all partners are aware of their duties under the reforms. Assign clear responsibility within the LP for compliance with Companies House obligations and seek legal advice where roles are unclear.

While many of the provisions will come into force gradually, LPs should act now to adapt internal governance and record-keeping processes accordingly.

Given the increased scrutiny and potential consequences of non-compliance, LPs – especially those with complex or international structures – should consider seeking professional advice to ensure they are prepared for the reforms ahead.

For bespoke advice on how the ECCTA may affect your limited partnership, or for assistance with upcoming compliance requirements, please contact our Corporate & Commercial team.