Key Facts

• Amendments and new clauses address dissolution conditions, winding-up responsibilities, and notification requirements for limited partnerships.
• Amendment 96 specifies duties for partners regarding wind-up after dissolution.
• New clause 30 mandates notifications to the registrar upon dissolution.
• Government can petition courts under new clause 31 if public interest requires partnership dissolution.
• The clause updates the requirements for the register of limited partnerships.
• It removes outdated filing requirements for the registrar to file statements made by limited partnerships and issue certificates of registration.
• Clause 121 aligns these procedures with the more modern approach used for the companies register under section 1080 of the Companies Act 2006.
• Clause 122 prevents personal or confidential information from being disclosed to the public.
• Government amendment 34 inserts new wording making it explicit that material should not be made publicly available as part of the register of limited partnerships.
• Amendment 38 amends the clause to make statements about authorised corporate service providers unavailable for public inspection.
• There are currently thousands of limited partnerships registered which the Registrar suspects are inactive.
• Amendments 163 and 164 seek to turn the registrar’s power into a duty, replacing 'may' with 'must'.
• Amendment 165 would require dissolution notices to be published on the registrar's website for a minimum of 20 years.
• Clause 125 allows the registrar to confirm a limited partnership is dissolved if there is reasonable cause.
• The registrar must publish notices in the Gazette and notify interested parties before dissolution.
• After six years, former general partners can apply for revival of the partnership.
• Clause 126 enables immediate dissolution of non-compliant partnerships within six months after commencement.
• The registrar can publish a dissolution notice if there is no information received within two months.
• Clause 126 provides transitional provisions after the six-month period following the bill's implementation.
• Partnerships must agree to be deregistered under clause 127.
• Clause 128 mandates that key documents related to limited partnerships can only be submitted by authorised corporate service providers (ACSPs).
• ACSPs must be registered with the registrar and supervised for anti-money laundering purposes.
• The number of limited partnerships created each year is relatively low, and they are primarily used in the investment sector.
• Clause 128 requires applications for registration and documentation changes to be submitted by an authorised corporate service provider (ACSP).
• Clause 128 inserts new sections 26 and 27 into the Limited Partnerships Act.
• The Secretary of State has powers to disapply section 26 if necessary in the interests of national security or for preventing serious crime.
• Clause 131 permits applying company law to limited partnerships.
• Amendment 42 updates the Company Directors Disqualification (Northern Ireland) Order 2002 for limited partnerships.
• New clause 48 would extend investigations regime under part XIV of the Companies Act 1985 to include limited partnerships.
• The Economic Crime (Transparency and Enforcement) Act 2022 establishes a register of overseas entities.
• Clause 135 amends section 3(2)(b) to clarify the contents of the register by including documents delivered under the Companies Act 2006.
• The ROE opened for registrations on 1 August 2022.
• As of today, there are 3,893 registrations.
• Eight people work full time on the register of overseas entities, with 20 trained to handle registrations.
• There is no current backlog at HMRC in this regard.
• Some information on the Land Registry is outdated.
• Many letters to overseas entities have been returned as undeliverable.
• Companies House is conducting open-source research to identify up-to-date addresses.
• The MP suggests corresponding with the hon. Gentleman for detailed questions and points raised.