Factsheet: impact of corporate transparency reforms on limited liability partnerships
Updated 26 October 2023
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1. Do Limited Liability Partnerships (LLPs) fall within scope of the corporate transparency reforms?
Any entity which registers at Companies House will fall within scope of the reforms. This includes LLPs.
The reforms do include substantial changes to the legislation on limited partnerships (LPs). Although LPs are similarly titled to LLPs, they are entirely distinct forms of business association. The Government is not making substantial amendments to the legislation that underpins LLPs with the Bill. However, secondary legislation will be passed in due course which adapts company law, as amended by the Bill, to the law governing LLPs.
2. How will the corporate transparency reforms affect LLPs?
All of the members of LLPs will be required to verify their identities, under secondary legislation that will be brought forward after the Bill’s enactment. It will be an offence for a member to fail to do so. They will also be required to verify the identity of their people with significant control. Where a partner is a corporate entity, all of the directors (or equivalents) will also be required to verify their identity.
The changes introduced through this Bill all apply to information that LLPs submit to the register. For example, the Registrar will be given new powers to query the information that is held about an entity on the Register. The Registrar will also be able to proactively exchange information with other bodies, for the purpose of exercising the Registrar’s functions or for purposes connected with the functions of a public authority that the Registrar exchanges information with.
Many LLPs provide formation and filing services. If an LLP wishes to deliver documents to Companies House in the course of providing these services for another company or firm, the LLP must register as an Authorised Corporate Services Provider (ACSP). A precondition of authorisation is that it is supervised for anti-money laundering purposes in the UK. When they seek to form an entity or to file on their behalf, they will then be required to confirm that the identities of all directors (and their equivalents in different forms of entity) associated with that entity have been verified, to a standard that is at least the equivalent of those conducted by Companies House.
LLPs that are the general partners of LPs, and which are also corporate entities, will be required to name a managing officer who is an individual, for the purpose of communicating with the general partner.
Corporate director reforms see section 6 of ‘Identity Verification and Authorised Corporate Service Providers’ factsheet, which will be regulated for after Royal Assent of this Bill, will apply to LLPs acting as corporate directors. An LLP will only be able to act as a corporate director if all its members have had their identity verified.