Policy background Limited Partnerships
Limited partnerships are a form of partnership registered at Companies House and are used for a range of legitimate business purposes, including venture capital, the film industry and oil and gas exploration. Limited partnerships that are registered in Scotland have separate legal personality from their partners, which allows the Scottish limited partnership itself to own property or enter into contracts in its own right. Those registered in England and Wales, and Northern Ireland have no separate legal personality and any contracts entered into are made on behalf of the individual partners.
	The Government is aware of reports that some limited partnerships, in particular Scottish limited partnerships, have been misused including for facilitating large-scale international money laundering. In addition, given that the legislation on limited partnerships is over 100 years old, the Government is of the view that it should be modernised to make limited partnerships more transparent and fit for the modern age. The Government has already extended the People with Significant Control legislation to Scottish limited partnerships in 2017 (it is not legally meaningful for this measure to be applied to other forms of UK limited partnership). While the numbers of new registrations of Scottish limited partnerships fell at the same time, reports of misuse continue and the lack of transparency of limited partnerships remains a concern to the Government.
	Changes in the Act to the legislation on limited partnerships include:
Tightening registration requirements, by requiring more information about the partners of a limited partnership and requiring that this information is submitted by authorised corporate service providers, which are supervised for anti-money laundering purposes.
Requiring limited partnerships to have a firmer connection to the part of the UK in which they are registered, by having to maintain a registered office there. The registered office must be the usual residential address or registered office address of a general partner or provided by an authorised corporate service provider.
Requiring all limited partnerships to submit statements at least once per year confirming that the information held about them on the register is correct.
Enabling the Registrar to deregister limited partnerships that are dissolved or no longer carrying on business, or where a court determines that it is in the public interest to do so.
Sanctions will be enforced for breaches of the above obligations against the general partners of limited partnerships.
	The broader reforms to Companies House in other Parts of the Act will impact limited partnerships in the following ways:
Expansion of the role and powers of the Registrar over limited partnerships.
Introduction of mandatory identity verification of general partners.
Enhanced data sharing of information about limited partnerships.
Prevention of the abuse of personal information of people within limited partnerships.
	Other measures will be brought forward by regulations which will align the regulation of limited partnerships in the following way:
Making it an offence for general partners who are bankrupt or disqualified (including by virtue of being subject to asset freeze financial sanctions under the Sanctions and Anti-Money Laundering Act 2018) to continue to manage the firm.
Limited partnerships which do not have a registered office at an appropriate address may have their address changed to the Companies House default address.