Guidance

Limited liability partnership registers

Updated 13 September 2017

1. Introduction

From 30 June 2016, an LLP can choose to send information usually kept in all or any of certain statutory registers to the registrar of companies to be kept on the public register at Companies House. This choice is an alternative to the obligation to keep those statutory registers at its registered office or a single alternative inspection address.

The registers are – LLP Register of members LLP Register of members usual residential addresses LLP Register of people with significant control

If your LLP chooses to keep the information on the public register at Companies House, rather than in its own statutory registers, this information becomes part of the public register. The public register is open for anyone to inspect and take copies of information.

In this guide we will refer to “elect” or “election” when referring to an LLP choosing to send information usually kept in certain statutory registers to the registrar of companies and kept on the public register at Companies House. We will also refer to “withdraw” or “withdrawal” when such an LLP chooses to stop keeping that information on the public register.

The chapters explain the implications of, and requirements for, keeping information for each of the registers on the public register at Companies House. They set out what must be delivered, when the information must be sent to Companies House, and what happens if your LLP decides it wants to keep its own statutory registers. You should read this guide together with the Limited Liability Partnerships Act 2000, the Limited Liability Partnership (Application of Companies Act 2006) Regulations 2009 as amended by The LLP PSC Regulations 2016 and the Companies and LLP (Filing Requirements) Regulations 2016 which are available to view on legislation.gov.uk.

2. LLP register of members

Please be aware once you choose to keep your register of members on the public register at Companies House, LLP members’ full dates of birth will be available on the public register to anyone who wishes to see, or make a copy of those details. This is not the case for an LLP that has not elected, where a member’s day of birth is withheld from public inspection, and only the month and year are public.

2.1 How to choose to keep your LLP members’ register information on the public record at Companies House (“election”)

You can elect whether to keep LLP members’ information either i) on incorporation, in which case the election is made by the proposed members wishing to form the LLP with the application to incorporate (under section 2 of the Limited Liability Partnerships Act 2000). ii) Or, by an LLP that is formed and already registered.

2.2 When the election takes effect

The election takes effect when it is registered by the registrar. When in force, an LLP doesn’t have to keep a register of its members. It remains in force until the LLP decides it wants to start keeping a statutory register once more.

2.3 When an election is in force for the PSC register

An LLP that’s made an election after incorporation must continue to keep the register that it was required to hold before to the election (the historic register). Whilst the election is in force you don’t need to need to update the historic register to reflect any new changes. Anyone can inspect copies of information on the historic register.

The LLP must put a note in the historic register that an election is in force, when it took place and that up to date information about PSC can be found on the public register. It’s an offence to not put a note on the historic register. The obligations in respect of the historic register don’t apply in relation to an election made by the proposed members of an LLP. The obligations in respect of the historic register don’t apply in relation to an election made by the proposed members of an LLP.

The LLP has to deliver and keep up to date information about its PSCs to the registrar, to be made available on the public register.

PSC information that you must send for an individual registrable person is:

• name
• service address
• the country or state (or part of the United Kingdom) in which the individual is usually resident
• nationality
• date of birth
• usual residential address
• the date on which the individual became a registrable person in relation to the LLP in question
• the nature of his or her control over that LLP
• and if, in relation to that LLP, restrictions on using or disclosing any of the individual’s PSC particulars are in force.

The information to be delivered for each registrable relevant legal entity is:

• corporate or firm name
• registered or principal office
• the legal form of the entity and the law by which it is governed
• if applicable, the register of companies in which it is entered (including details of the state) and its incorporation number in that register
• the date on which it became a registrable relevant legal entity in relation to the LLP in question
• and the nature of its control over that LLP

The information to be delivered for an other registrable person (such as a corporation sole or local authority):

• their name;
• their principal office;
• the legal form of the person and the law by which they’re governed;
• the date on which they became a registrable person in relation to the LLP in question; and
• the nature of their control over the LLP.

More information about the different categories of PSC can be found in BEIS guidance.

2.4 When an LLP decides it wants to start keeping its own register of members (“withdrawal”)

An LLP must give notice of withdrawal of the election to the registrar. The withdrawal takes effect on registration by the registrar. On withdrawal, the LLP will then need to maintain a register of members from that point onwards and notify the registrar of any changes to that register.

2.5 Members’ information on withdrawing the election

On withdrawal of an election, an LLP must enter in its register of members all the members’ information relating to matters that are current and that are required to be contained in the register. The LLP is not required to enter information relating to the period when an election was in force that is no longer current (e.g. the details of a person who has ceased to be a member during the election period).

2.6 Information filed on the public record at Companies House during the period the LLP wasn’t keeping its own statutory register

All LLP members’ details, including full date of birth, filed at Companies House during the period the LLP wasn’t keeping its own members register will still be available publicly, even when the LLP starts to keep its own register of members, as this information is treated as part of the public record.

2.7 Register of LLP members’ residential addresses

How to elect to keep your members’ usual residential address information on the public record at Companies House (“election”)

You can choose where to keep LLP members’ usual residential address information either i) on incorporation, in which case it is made by the proposed members wishing to form the LLP, with the application to incorporate the LLP under section 2 of the Limited Liability Partnerships Act 2000. ii) Or, by an LLP that is formed and already registered.

2.8 When the election takes effect

The election takes effect when it is registered by the registrar. An election remains in force until the LLP withdraws the election. During the period when an election is in force, an LLP does not have to keep a register of its members’ usual residential addresses.

2.9 When an election is in force for the members’ usual residential address register

The LLP has to deliver information about its members’ usual residential addresses to the registrar at Companies House. It also has to deliver any changes to the information already filed.

Usual residential address information isn’t available to the public to inspect, in the same way as it’s not available to the public if the LLP is keeping its own statutory register of members’ usual residential addresses.

The information to be delivered is:

• the usual residential address of each of the LLP’s members;
• If a member’s usual residential address is the same as their service address (as stated in the LLP’s register of members), the register of members’ residential addresses need only contain an entry to that effect.

This does not apply if the service address is stated to be “The LLP’s registered office”.

When an LLP decides it wants to start keeping its own members’ usual residential address register (“withdrawal”) An LLP must give notice of withdrawal of the election to the registrar. The withdrawal is effective on registration by the registrar. On withdrawal, the LLP will need to maintain a register of members’ usual residential addresses from that point onwards and notify the registrar of any changes to it.

2.10 Members’ usual residential address information on withdrawing the election

On withdrawal of an election, an LLP must enter in its register of members’ usual residential addresses all the information relating to matters that are current that are required to be contained in that register. The company is not required to enter information relating to the period when an election was in force that is no longer current (e.g. the usual residential address details of a person who has ceased to be a member during the election period).

2.11 The members’ usual residential address information registered during the period of the election

Usual residential address information delivered to the registrar will not be available for public inspection. This is in line with the inspection requirements for the register of members’ usual residential addresses if kept by the LLP. Usual residential address information will be made available by the registrar to the following bodies: i) credit reference agencies, unless a successful application has been made to prevent disclosure to credit reference agencies under section 243 of the Companies Act 2006 (as applied to LLPs), and ii) specified public authorities e.g. the police.

3. LLP Register of People with Significant Control (PSC)

Please be aware that once an election has been made to keep the LLP’s people with significant control (PSC) information on the public register at Companies House, rather than in the LLP’s PSC register, the full date of birth of the PSC will be available on the public register. Anyone who wishes to see, or make a copy, of those details will be able to do so. For LLPs that keep their own register, their PSC’s day of birth is withheld from public inspection.

Detailed information on PSC can be found in BEIS guidance.

3.1 How to elect to keep PSC information on the public register at Companies House

You can elect to keep LLP PSC information either i) on incorporation, in which case it’s made by the proposed members wishing to form the LLP, with the application to incorporate the LLP under section 2 of the Limited Liability Partnerships Act 2000; or
ii) An LLP that is formed and registered can also apply.

The election has no effect unless the LLP has given notice to registrable persons and registrable relevant legal entities (RLE) at least 14 days before the date of the election and no registrable person or RLE objects to the proposed election within that time. The proposed members and an LLP making an election must provide a statement with the election that no objection has been received.

If you apply after incorporation, your election must contain all the information in the PSC register, and must be “current”, at the date you apply. “Current” refers to persons who are registrable persons or relevant legal entities (RLEs) at that time or date (as opposed to persons who used to be registrable persons or RLEs and whose information may still be in the register); and to any other matters that are current at that time or date.

An LLP must provide any updated information in the event of any change in the details in its PSC register between the time the election is delivered to the registrar, and the time the election takes effect. If the PSC register is rectified, the LLP must also update the public register.

3.2 When the election takes effect

An election takes effect when it is registered by the registrar. The election remains in force until the LLP decides it wants to start keeping a statutory PSC register once more.

3.3 What happens when an election is in force for the PSC register?

An LLP that has made an election after incorporation must continue to keep the register that it was required to hold prior to the election (“the historic register”). It does not need to update that historic register to reflect subsequent changes whilst the election is in force. A person can inspect and require copies of information on the historic register.

The LLP must place a note in the historic register that an election is in force, when it took place and that up to date information about PSC can be found on the public register. An LLP that does not place such a note in the historic register commits an offence.

The obligations in respect of the historic register do not apply in relation to an election made by the proposed members of an LLP.

The LLP has to deliver information about its PSCs to the registrar, for placing on the public record at Companies House. It also has to deliver any changes to the information already filed.

More information about giving us PSC information about your LLP can be found here.

The information relating to an individual who is a registrable person that’s required is as follows:

• name;
• service address;
• the country or state (or part of the United Kingdom) in which the individual is usually resident;
• nationality;
• date of birth;
• usual residential address;
• the date on which the individual became a registrable person in relation to the LLP in question;
• the nature of his or her control over that LLP;
• and if, in relation to that LLP, restrictions on using or disclosing any of the individual’s PSC particulars are in force.

The information to be delivered for each registrable relevant legal entity is:

• Corporate or firm name;
• Registered or principal office;
• the legal form of the entity and the law by which it is governed;
• if applicable, the register of companies in which it is entered (including details of the state) and its incorporation number in that register;
• the date on which it became a registrable relevant legal entity in relation to the LLP in question;
• and the nature of its control over that LLP.

The information to be delivered for an other registrable person (such as a corporation sole or local authority):

• their name
• their principal office
• the legal form of the person and the law by which they are governed
• the date on which they became a registrable person to the LLP in question
• the nature of their control over the LLP

Further information on the different categories of PSC can be found in BEIS guidance.

3.4 LLPs with PSC whose information is protected

Some LLPs will have PSC whose information is protected. This could mean that their usual residential address (URA) is protected so it isn’t disclosed to credit reference agencies (CRAs), all of their PSC information is protected from disclosure on the public record, or both. Further information on restricting the disclosure of PSC information can be found on GOV.UK.

If there is a PSC whose URA is protected from being disclosed to CRAs, LLPs can file all their information with us as they normally would, digitally or on paper. There is a box on the application for incorporation and the relevant PSC forms which they should tick if an application for protection has been made or granted. The box on the form refers to an exemption under section 790ZF of Companies Act 2006 as applied to LLPs.

If there’s a PSC who has applied for or been granted protection so none of their PSC details are disclosed on the public register, the LLP of which that individual is a PSC will need to file any information relating to that PSC on paper. Special versions of the application for incorporation and individual PSC forms have been developed for this purpose and are only available from the Secure Registers Team at Companies House. A copy of the forms can be requested by e-mailing the team on secureforms@companieshouse.gov.uk, or telephoning them on 02920 348354.

Data security is our primary concern with filings that may contain the information of a protected PSC. There is a dedicated team, with the requisite security clearance to view the information, dealing with all filings that contain secured information.

3.5 Information as to state of central register

A person inspecting or requesting a copy of material on the public register that would, were the election not in force, be available on the LLP’s PSC register, may ask the LLP to confirm whether the LLP has delivered all relevant information to the registrar. This is equivalent to a person’s right to inspect an LLP’s PSC register.

3.6 Power of court to order LLP to remedy default or delay

A person aggrieved or “any other interested party”, may apply to the court for rectification of material held on the central register if information is or is not included in material delivered to the registrar without sufficient cause; or if there is delay or default in notifying the registrar that a person has become or ceased to be a registrable person or RLE.

3.7 When an LLP decides it wants to start keeping its own register of PSCs once more (“withdrawal”)

An LLP must give notice of withdrawal of the election to the registrar. The withdrawal takes effect on registration by the registrar. On withdrawal, the LLP will need to maintain a register of PSCs from that point onwards.

The LLP must enter all required information relating to current matters in its register. However, it doesn’t have to enter historic information from the period covered when the information was held on the public register at Companies House. (For example, the details of a person who has ceased to be a PSC during the election period.)

The LLP must annotate its PSC register to state that the election has been withdrawn, the date that the withdrawal took effect, and that information relating to the period of the election is available on the central register.

3.8 PSC information on the public register during the period of an election

PSC details, including full date of birth, delivered to the registrar during the period of any election will still be available publicly even when the election has been withdrawn. The information is treated as part of the public register and is maintained as required under the Companies Act 2006, as applied to LLPs. Usual residential addresses will never appear on the public register. Also, if an LLP has a PSC whose information is protected, none of their details will appear on the public register, regardless of an election.