Part 2 – Limited partnerships etc Registered offices Section 113: A limited partnership’s registered office
This section inserts new section 8E into the Limited Partnerships Act 1907 which places a duty on general partners of limited partnerships to ensure that the firm’s registered office is at all times at an "appropriate address" at which to receive correspondence and that is in their jurisdiction of registration of the limited partnership. The general partner(s) is(are) responsible for keeping this address up to date and new section 8F provides the mechanism by which the general partners can change the address of their registered office.
	Under new section 8G, the Secretary of State may by regulations give the Registrar a power to change a limited partnership’s registered office address should it not meet the requirements set out in section 8E. This power mirrors that in section 1097A of the Companies Act 2006, as amended by section 103.
	Current legislation requires a limited partnership to propose a principal place of business in the part of the United Kingdom that they register. The legislation is silent on whether the principal place of business can move abroad, though many limited partnerships do so, and without notifying the Registrar of changes to the partnership. This, and the fact that the existing legislation does not require partners to provide another address, means that there are many instances where the Registrar has no address to use for communicating with a limited partnership. This also means that United Kingdom limited partnerships can be set up with no other connection to the United Kingdom.
	Under the new provisions, the registered office must be at an appropriate address and must always be in the original jurisdiction of registration. It must be one of (a) the principal place of business (if this does not move outside the relevant jurisdiction); (b) the usual residential address of a general partner who is an individual; (c) the address of the registered office of a general partner which is a legal entity; or (d) an address provided by an authorised corporate service provider.
	Failure by the general partners to maintain the firm’s registered office at an appropriate address within new section 8E will mean that those general partners will be guilty of an offence and may face penalties.
	This section also amends section 3 of the Limited Partnerships Act 1907 to provide for the meaning of ‘authorised corporate service provider’, and amends section 8A to specify that the registered office address must be specified as part of the application for registration of a limited partnership.