Partnership changes under the ECCTA are finally coming

2017 and 2018 saw a flurry of activity by the UK Government’s Department for Business, Energy and Industrial Strategy (BEIS) on changes to limited partnerships and in particular Scottish limited partnerships. In December 2018, BEIS then published its paper “Limited Partnerships: Reform of Limited Partnership Law”.

Thereafter, it would take nearly another five years before the Economic Crime and Corporate Transparency Act 2023 (ECCTA) received Royal Assent on 26th October 2023 to effect the recommendations in its 2018 paper – even on that date the provisions relating to limited partnerships were delayed, but changes are now finally coming.

In my role as head of Harper Macleod’s Partnership law team, I have been helping Companies House with its online portal and the new Scottish Limited Partnership forms.

Here are some of the new developments:

• One of the biggest changes introduced by the ECCTA is that only an authorised corporate service provider (ACSP) (or an individual who is an officer or employee of an ACSP) can file documents relating to a limited partnership. The reasoning behind this was to prevent nefarious individuals from registering limited partnerships for misuse. Primarily regulated entities and persons (such as law firms) will be able to register with Companies House as an ACSP from 25th February 2025 and as part of the registration delegate to their officers and/or employees the ability to file documents. The expectation is that with a strict restriction on who can file documents (including the document to register a Scottish limited partnership), the instances of a Scottish limited partnership being created for misuse will significantly decrease.
• Registration of a Scottish limited partnership and a Scottish private fund limited partnership will no longer be by way of a paper form. Instead, the relevant paper forms LP5(s) and form LP7(s) (to register a Scottish limited partnership and a Scottish private fund limited partnership respectively) will now be replaced by a tick box option on Companies House online portal – this is expected to make registration easier.
• As the registration process would soon be electronic, there would be no further need to send physical forms to Companies House and therefore, hopefully, the time to register a limited partnership will be quicker. This is especially welcomed as Companies House in Edinburgh has ceased accepting paper forms, with forms currently been sent to Companies House in Cardiff for registering a Scottish limited partnership.
• The person of significant control (PSC) information is still required but this will be given post registering the limited partnership. Currently, the PSC information requires to be given at the time of applying for registration.