The Economic Crime and Corporate Transparency Act 2023 and Limited Partnerships

The Economic Crime and Corporate Transparency Act (the “Act”) has received Royal Assent. Much of the detail around implementation will follow in secondary legislation which we expect to be available in the coming weeks and months. Burness Paull’s market leading funds team has been closely involved in the development of the legislation as it has progressed through the parliamentary process. We are ready to help and will keep you updated as and when more information becomes available.

What are the aims of the Act?

A key objective of the Act is to increase powers to tackle economic crime and improve the transparency of corporate entities in the UK. Companies House is the government agency responsible for the registration of limited companies, limited partnerships and limited liability partnerships in Scotland and England and Wales. The role of Companies House will be expanded with the aim of transforming it from a document repository to a source of verified information. Filing requirements for limited partnerships registered in Scotland and England and Wales will be reformed.

This note focuses on Scottish limited partnerships. The changes referred to apply equally to limited partnerships registered in England and Wales.

What will change for Scottish limited partnerships?

The Act introduces some changes in relation to the information to be filed at Companies House in respect of limited partnerships, and how those filings are made. Burness Paull’s service offer will continue to evolve to help clients satisfy the new requirements as the detail of the systems and processes involved becomes clear.

• Obligation to maintain a connection to the UK: In addition to maintaining a registered principal place of business (which may be in Scotland or elsewhere), a Scottish limited partnership will be required to maintain a registered office in Scotland.  The requirement to maintain a registered office in Scotland will not impact the regulatory analysis relating to limited partnerships that maintain their principal place of business outside of the UK.
  
  We currently provide an accommodation service for partnerships whose registered principal place of business is in Scotland.  We are ready to provide registered office services to help clients satisfy this requirement when it comes into force (whether they maintain their principal place of business with us or not).
  
  
• Information filing requirements: Additional information about partners will need to be filed with Companies House. In most cases, we expect clients will hold the relevant additional information. Burness Paull is ready to help collect, process, and file that information with Companies House as and when these requirements come into force.  Our aim is to make the transition to the reformed regime as easy as possible.
  
  
• ACSPs: the Act introduces the new Authorised Corporate Service Provider (“ACSP”) role.  UK Companies House filings are often made by intermediary corporate service providers (including law firms).  When the applicable provisions come into force, only corporate service providers authorised by the UK Registrar of Companies will be able to deliver documents to Companies House and complete newly introduced identity verification requirements. We intend to become an ACSP as soon as it is possible to do so.
  
  
• Identity verification requirements: There will be an obligation to carry out identity verification in certain circumstances.  As an ACSP, Burness Paull will be ready to assist with these processes and undertake identity verification on behalf of clients, ensuring compliance as and when these requirements come into force.
  
  
• Obligation to maintain a registered email address: Limited partnerships will be required to maintain a registered email address. We expect this will be used principally for communications with Companies House. We have systems in place and are ready to provide a registered email service as part of our registered office service.
  
  
• Obligation to file an annual confirmation statement: There will be an obligation to file an annual confirmation statement confirming information filed at Companies House is accurate and up to date.
  
  Scottish limited partnerships have been obligated to file annual confirmation statements since 2018 under the Persons with Significant Control regime. The new requirement is very similar.
  
  We currently assist clients with making annual PSC confirmation statement filings. We will extend that service so that we can make these new confirmation statement filings on behalf of clients as and when that requirement comes into force.
  
  

When will these new requirements under the Act come into force?

Not imminently is the short answer.

The Act contemplates a lot of detail and process being clarified and explained in subsequent secondary legislation and guidance which we expect in the coming weeks and months.

Companies House will be preparing systems and processes to accept and process additional filings and identity verification checks.  From a practical point of view, most provisions of the Act can only come into force once those systems and processes are finalised and in place.

We will keep you updated with implementation timeframes as and when these become available.

Once everything is in place, there will be a period of six months for limited partnerships to comply with the requirements set out in the Act. We recommend preparing in so far as possible in advance of that six-month transition period. We will do everything we can to make that process as seamless as possible.

We will be in touch soon with more information on how we can help.

In the meantime, please do get in touch if you have any questions or if you would like to discuss.

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