United Kingdom – Changes affecting corporate officers, LLPs and limited partnerships

The United Kingdom’s Economic Crime and Corporate Transparency Act 2023 (ECCTA) received Royal Assent on the 26th of October 2023 and introduces important changes to UK company law.

The EECTA sets out new rules for identification, although secondary legislation is required for these to be adopted:

Corporate Officers

A corporate director will have to be an entity with legal personality and all of the directors of the corporate director will themselves have to be natural persons whose identities have been verified*.

Limited Liability Partnerships (LLPs)

Corporate members and corporate general partners will have to provide details of a natural person in a management position who will need to be a verified person*

Limited Partnerships

Each limited partnership will need to have a UK registered office which must be notified to Companies House.

The general partner of a limited partnership will be required to submit to Companies House an annual ‘confirmation statement’ which confirms that the information held about the limited partnership on Companies House’s register is correct

General partners will be subject to the identity verification and corporate officer changes.*

The general partner must notify Companies House when a limited partnership has been dissolved and, subject to certain exceptions, will be further legally required to wind up the limited partnership or take all reasonable steps to ensure that its affairs are wound up.

Companies House will also be enabled to deregister limited partnerships which have been dissolved, deregistered by court determination or where the general partner has not complied with the new requirements outlined in the EECTA.

*Identity verification procedure and relating process are yet to be introduced.

The risk of non-compliance

Non-compliance with identify verification requirements may lead to:

• Criminal proceedings
• Civil penalties
• Inability to make filings
• The companies register being annotated to show the individual’s status as ‘unverified’.

Persistent evasion by directors could also lead to disqualification.

Non-compliance with new Limited Partnerships requirements, may lead to fines and also liability to imprisonment, if knowingly false statements are made to Companies House.

Find out what else has changed – read a summary on recent changes to UK Company Law