Economic Crime and Corporate Transparency Act 2023

(1068A) (1) Registrar’s rules may provide for circumstances where— (a) a person who is required to deliver two or more documents to the registrar must deliver them together; (b) a person who wishes to deliver two or more documents authorised to be delivered to the registrar is required to deliver them together (so that, for example, if one document is delivered on its own, the others cannot be delivered on a later occasion); (c) a person who wishes to deliver one or more documents authorised to be delivered to the registrar is required to deliver them together with one or more documents that the person is required to deliver to the registrar (so that, for example, if a document that is required to be delivered has been delivered on its own, the documents that are authorised to be delivered cannot be delivered on a later occasion). (2) Provision may not be made under subsection (1)(a) that would have the effect of requiring any document to be delivered earlier than it would otherwise be required to be delivered.

• (3) In section 1072 (requirements for proper delivery), in subsection (1)(b), after the entry in the list for section 1068 insert—

• section 1068A (rules requiring documents to be delivered together),

.

Promoting the integrity of the register

Power to reject documents for inconsistencies

79

After section 1073 of the Companies Act 2006 insert—

(1073A) (1) The registrar may refuse to accept (and register) a document if— (a) it appears to the registrar to be inconsistent with other information that is held by or available to the registrar, and (b) in light of the inconsistency, the registrar has reasonable grounds to doubt whether it complies with any requirement as to its contents. (2) A document is refused by giving notice of the refusal to the person by whom the document was delivered to the registrar. (3) A document that is refused by the registrar is treated for the purposes of any provision authorising or requiring its delivery as not having been delivered.

Informal correction of document

80

• (1) The Companies Act 2006 is amended as follows.

• (2) Omit section 1075 (informal correction of document).

• (3) In section 1081 (annotation of the register), in subsection (1), omit paragraph (b).

• (4) In section 1087 (material not available for public inspection), in subsection (1)(d), at the end insert “before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023”.

Preservation of original documents

81

In section 1083 of the Companies Act 2006 (preservation of original documents), in subsection (1), for “three years” substitute “two years”.

Records relating to dissolved companies etc

82

• (1) The Companies Act 2006 is amended as follows.

• (2) Section 1084 (records relating to companies that have been dissolved etc) is to extend also to Scotland and is amended as follows—

• (a) in subsection (1), after paragraph (c) insert—

and a reference in this section to “the relevant date” is to the date on which the company was dissolved, the overseas company ceased to have that connection with the United Kingdom or the institution ceased to be within section 1050.

;

• (b) after subsection (1) insert—

(1A) The registrar need not make any information contained in records relating to the company or institution available for public inspection at any time after the end of the period of 20 years beginning with the relevant date.

;

• (c) for subsections (2) and (3) substitute—

(2) The registrar of companies for England and Wales may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the company or institution that are held by the registrar are to be removed to the Public Record Office. (2AA) The registrar of companies for Northern Ireland may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the company or institution that are held by the registrar are to be removed to the Public Record Office of Northern Ireland. (3) Records in respect of which a direction is given under subsection (2) or (2A) are to be disposed of under the enactments relating to the Public Record Office or, as the case may be, the Public Record Office of Northern Ireland.

;

• (d) omit subsections (4A) and (5).

• (3) Omit section 1087ZA (required particulars available for public inspection for limited period).

Power to require additional information

83

• (1) The Companies Act 2006 is amended in accordance with subsections (2) to (4).

• (2) After section 1092 insert—

(1092A) (1) The registrar may by notice in writing require a person to provide information to the registrar for the purposes of enabling the registrar to determine— (a) whether a person has complied with any obligation imposed by an enactment to deliver a document to the registrar, (b) whether any information contained in a document received by the registrar falls within section 1080(1)(a). (2) A requirement under this section may specify— (a) the form and manner in which the information is to be provided; (b) the period within which it is to be provided. (3) The registrar may by notice in writing extend a period specified in a requirement under this section. (1092B) (1) A person who, without reasonable excuse, fails to comply with a requirement under section 1092A commits an offence. (2) Where an offence under this section is committed by a firm, an offence is also committed by every officer of the firm who is in default. (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum; (iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both), and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum. (1092C) (1) A statement made by a person in response to a requirement under section 1092A may not be used against the person in criminal proceedings in which the person is charged with an offence to which this subsection applies. (2) Subsection (1) applies to any offence other than— (a) an offence under one of the following provisions (which concern false statements etc)— (i) section 1112 or 1112A; (ii) section 5 of the Perjury Act 1911; (iii) section 44(2) of the Criminal Law (Consolidation) (Scotland) Act 1995; (iv) Article 10 of the Perjury (Northern Ireland) Order 1979 (S.I. 1979/1714 (N.I. 19)); (v) section 32 or 32A of the Economic Crime (Transparency and Enforcement) Act 2022; (vi) section 34 or 35 of the Limited Partnerships Act 1907; (b) any offence, not within paragraph (a), an element of which is the delivery to the registrar of a document, or the making of a statement to the registrar, that is misleading, false or deceptive.

• (3) In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—

• sections 1092A to 1092C (powers to require further information),

.

• (4) In section 1087 (material not available for public inspection), in subsection (1), after paragraph (e) insert—

(ea) any information provided to the registrar under section 1092A (power to require further information);

.

Registrar’s notice to resolve inconsistencies

84

• (1) Section 1093 of the Companies Act 2006 (registrar’s notice to resolve inconsistency on the register) is amended as follows.

• (2) For subsections (1) and (2) substitute—

(1) Where it appears to the registrar that the information contained in a document delivered to the registrar in relation to a company is inconsistent with other information contained in records kept by the registrar under section 1080, the registrar may give notice to the company to which the document relates— (a) stating in what respects the information contained in it appears to be inconsistent with other information in records kept by the registrar under section 1080, and (b) requiring the company, within the period of 14 days beginning with the date on which the notice is issued, to take all such steps as are reasonably open to it to resolve the inconsistency by delivering replacement or additional documents or in any other way. (2) The notice must state the date on which it is issued.

• (3) In the heading, omit “on the register”.

Administrative removal of material from the register

85

• (1) The Companies Act 2006 is amended as follows.

• (2) For section 1094 substitute—

(1094) (1) The registrar may remove from the register anything that appears to the registrar to be— (a) a document, or material derived from a document, accepted under section 1073 (power to accept documents not meeting requirements for proper delivery), or (b) unnecessary material as defined by section 1074. (2) The power to remove material from the register under this section may be exercised— (a) on the registrar’s own motion, or (b) on an application made in accordance with regulations under section 1094A(2). (3) The registrar may exercise the power to remove from the register anything the registration of which had legal consequences only if satisfied that the interest of the company, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register. (4) The Secretary of State may by regulations provide that the registrar’s power to remove material from the register under this section following an application is limited to material of a description specified in the regulations. (5) Regulations under this section are subject to the negative resolution procedure. (1094A) (1) The Secretary of State must by regulations make provision for notice to be given in accordance with the regulations where material is removed from the register under section 1094 otherwise than on an application. (2) The Secretary of State must by regulations make provision in connection with the making and determination of applications for the removal of material from the register under section 1094. (3) The provision that may be made under subsection (2) includes provision as to— (a) who may make an application, (b) the information to be included in and documents to accompany an application, (c) the notice to be given of an application and of its outcome, (d) a period in which objections to an application may be made, and (e) how an application is to be determined, including provision as to evidence that may be relied upon by the registrar for the purposes of satisfying the test in section 1094(1). (4) The provision that may be made by virtue of subsection (3)(e) includes provision as to circumstances in which— (a) evidence is to be treated by the registrar as conclusive proof that the test in section 1094(1) is met, and (b) the power of removal must be exercised. (5) Regulations under this section may in particular confer a discretion on the registrar. (6) Regulations under this section are subject to the negative resolution procedure. (1094B) (1) Where the registrar removes anything from the register otherwise than in pursuance of a court order, the court may, on an application by a person with sufficient interest, make such consequential orders as the court thinks fit as to the legal effects of the inclusion of the material on the register or its removal. (2) In this section the reference to the registrar removing material from the register includes the registrar determining that anything purported to be delivered to the registrar under any enactment was not in fact delivered under an enactment and therefore does not form part of the register.

• (3) In section 1073 (power to accept documents not meeting requirements for proper delivery), in subsection (6)(a), for “section 1094(4)” substitute “regulations under section 1094A(1)”.

• (4) In section 1087 (material not available for public inspection), in subsection (1), for paragraph (f) substitute—

(f) any application or other document delivered to the registrar under section 1094 (removal of material from the register);

.

• (5) Omit section 1095 (rectification of register on application to registrar).

• (6) Omit section 1095A (rectification of register to resolve a discrepancy).

Rectification of the register under court order

86

• (1) Section 1096 of the Companies Act 2006 (rectification of the register under court order) is amended as follows.

• (2) For subsection (3) substitute—

(3) The court may make an order for the removal from the register of anything the registration of which had legal consequences only if satisfied that the interest of the company, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.

• (3) After subsection (5) insert—

(5A) This section does not apply to any material delivered to the registrar under Part 15.

• (4) In subsection (6), omit paragraph (a) and the “or” at the end of that paragraph.

Power to require businesses to report discrepancies

87

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 1059A (scheme of Part 35), in subsection (4), at the appropriate place insert—

• section 1110D (power to require businesses to report discrepancies),

.

• (3) After section 1110C (inserted by section 67 of this Act) insert—

(1110D) (1) The Secretary of State may by regulations impose requirements on a person who is carrying on business in the United Kingdom (a “relevant person”)— (a) to obtain specified information about a customer (or prospective customer)— (i) before entering into a business relationship with them, or (ii) during a business relationship with them, (b) to identify discrepancies between information so obtained and information made publicly available by the registrar, and (c) to report any discrepancies to the registrar. (2) The regulations may require the relevant person, when reporting discrepancies, to provide such other information as may be required by the regulations (including information about the relevant person). (3) The regulations may provide for reports or other information delivered to the registrar under the regulations to be withheld from public inspection. (4) The regulations may create offences in relation to failures to comply with requirements imposed by the regulations. (5) The regulations may not provide for an offence created by the regulations to be punishable with imprisonment for a period exceeding— (a) in the case of conviction on indictment, 2 years; (b) in the case of summary conviction, 3 months. (6) In this section “customer”, in relation to a person carrying out estate agency work, includes a purchaser (as well as a seller). (7) Regulations under this section are subject to affirmative resolution procedure.

Inspection etc of the register

Inspection of the register: general

88

In section 1085 of the Companies Act 2006 (inspection of the register), for subsection (3) substitute—

(3) This section has effect subject to— - sections 64(6A), 67(1A), 73(7), 75(4A), 76(5B), 76A(9) and 76B(9) (which confer powers to suppress a company’s name that it has been directed or ordered to change); - section 1084(1A) (records relating to dissolved companies etc); - section 1087 (material not available for public inspection).

Copies of material on the register

89

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 1086 (right to copy of material on the register)—

• (a) in subsection (1), at the end insert “that is available for public inspection”;

• (b) omit subsection (3).

• (3) In section 1089 (form of application for inspection or copy), omit subsection (2).

• (4) For section 1090 substitute—

(1090) The registrar may determine the form and manner in which copies are to be provided under section 1086.

• (5) In section 1091 (certification of copies as accurate)—

• (a) for subsections (1) and (2) substitute—

(1) A copy provided under section 1086 must be certified by the registrar as a true copy if the applicant expressly requests such certification.

;

• (b) in subsection (5), omit “Except in the case of an enhanced disclosure document (see section 1078),”.

Material not available for public inspection

90

In section 1087 of the Companies Act 2006 (material not available for public inspection), in subsection (1), after paragraph (j) insert—

(ja) any record of the information contained in a document (or part of a document) mentioned in any of the previous paragraphs of this subsection.

Protecting information on the register

91

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 790ZF (protection of information as to usual residential address of PSCs), omit subsection (3).

• (3) In section 1087 (material not available for public inspection)—

• (a) in subsection (1) for paragraph (e) substitute—

(e) the following— (i) any application or other document delivered to the registrar under regulations under section 1088 (regulations protecting material), other than information provided by virtue of section 1088(5); (ii) any information which regulations under section 1088 require not to be made available for public inspection;

;

• (b) for subsection (2) substitute—

(2) Where subsection (1), or a provision referred to in subsection (1), imposes a restriction by reference to material deriving from a particular description of document (or part of a document), that does not affect the availability for public inspection of the same information contained in material derived from another description of document (or part of a document) in relation to which no such restriction applies.

• (4) For section 1088 substitute—

(1088) (1) The Secretary of State may by regulations make provision requiring the registrar, on application— (a) not to make available for public inspection any information on the register relating to an individual; (b) to refrain from disclosing information on the register relating to an individual except in specified circumstances; (c) not to make available for public inspection any address on the register that is not information to which paragraph (a) applies; (d) to refrain from disclosing any such address except in specified circumstances. (2) The Secretary of State may by regulations make provision requiring the registrar— (a) not to make available for public inspection any information on the register relating to an individual; (b) to refrain from disclosing information on the register relating to an individual except in specified circumstances. (3) Regulations under subsection (1) may make provision as to— (a) who may make an application; (b) the grounds on which an application may be made; (c) the information to be included in and documents to accompany an application; (d) the notice to be given of an application and of its outcome; (e) how an application is to be determined; (f) the duration of, and procedures for revoking, any restrictions on the making of information available for public inspection or its disclosure. (4) Provision under subsection (3)(e) or (f) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions. (5) Regulations under subsection (1)(a) or (c) may provide that information is not to be made unavailable for public inspection unless the person to whom it relates provides such alternative information as may be specified. (6) The circumstances that may be specified under subsection (1)(b) or (d) or (2)(b) by way of an exception to a restriction on disclosure include circumstances where the court has made an order, in accordance with the regulations, authorising disclosure. (7) Regulations under subsection (1)(b) or (2)(b) may not require the registrar to refrain from disclosing information under— (a) sections 243 or 244 (or those sections as applied by section 790ZF) (residential address information); (b) section 1087C(1) (disclosure of date of birth information); (c) any provision of regulations under section 1046 corresponding to provision mentioned in paragraph (a) or (b); (d) section 1110F (general powers of disclosure by the registrar). (8) Regulations under subsection (1)(d) may not require the registrar to refrain from disclosing information under section 1110F (general powers of disclosure by the registrar). (9) Regulations under this section may in particular confer a discretion on the registrar. (10) Regulations under this section are subject to affirmative resolution procedure.

Registrar's functions and fees

Analysis of information for the purposes of crime prevention or detection

92

After section 1062 of the Companies Act 2006 insert—

(1062A) (1) The registrar must carry out such analysis of information within the registrar’s possession as the registrar considers appropriate for the purposes of preventing or detecting crime. (2) See also section 1110F (which, among other things, allows the registrar to disclose information to other public authorities).

Fees: costs that may be taken into account

93

• (1) Section 1063 of the Companies Act 2006 (fees) is amended as follows.

• (2) After subsection (3) insert—

(3A) In deciding what provision to make under subsection (3)(a), the Secretary of State may take into account any costs incurred or likely to be incurred by any person for the purposes of the carrying out of— (a) any function of the Secretary of State under or in connection with— - the Limited Partnerships Act 1907; - Part 14 of the Companies Act 1985; - the Company Directors Disqualification Act 1986; - the Limited Liability Partnerships Act 2000; - Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022; - this Act; (b) any function of a Northern Ireland department under or in connection with the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)); (c) any function of the Secretary of State under or in connection with regulations under section 1 of the Sanctions and Anti-Money Laundering Act 2018 that make provision in connection with licences of the kind mentioned in section 15(3A) of that Act; (d) any function of the Secretary of State under or in connection with the Insolvency Act 1986, so far as relating to bodies corporate or other firms; (e) any function of a Northern Ireland department under or in connection with the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), so far as relating to bodies corporate or other firms; (f) any function carried out by the Insolvency Service on behalf of the Secretary of State in connection with the detection, investigation or prosecution of offences, or the recovery of the proceeds of crime, so far as relating to bodies corporate or other firms; (g) any function carried out by the Insolvency Service in Northern Ireland on behalf of a Northern Ireland department in connection with the detection, investigation or prosecution of offences, or the recovery of the proceeds of crime, so far as relating to bodies corporate or other firms.

• (3) In subsection (4), for “this section” substitute “subsection (1)”.

• (4) After subsection (6) insert—

(6A) The Secretary of State may by regulations amend— (a) the reference in subsection (3A)(f) to functions carried out by the Insolvency Service on behalf of the Secretary of State, so long as the functions referred to are functions of the Secretary of State that are of a similar nature; (b) the reference in subsection (3A)(g) to functions carried out by the Insolvency Service in Northern Ireland on behalf of a Northern Ireland department, so long as the functions referred to are functions of a Northern Ireland department that are of a similar nature. (6B) Regulations under subsection (6A) are subject to affirmative resolution procedure.

Information sharing and use

Disclosure of information

94

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 243 (permitted disclosure by registrar), for subsection (6) substitute—

(6) Regulations under subsection (4) may in particular confer a discretion on the registrar. (6A) Provision under subsection (5)(d) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application.

• (3) In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—

• sections 1110E to 1110G (disclosure of information),

.

• (4) After section 1110D (inserted by section 87 of this Act) insert—

(1110E) Any person may disclose information to the registrar for the purposes of the exercise of any of the registrar’s functions. (1110F) (1) The registrar may disclose information— (a) to any person for purposes connected with the exercise of any of the registrar’s functions; (b) to a public authority for purposes connected with the exercise of any of that public authority’s functions; (c) to a person of a description, and for a purpose, specified in regulations made by the Secretary of State for the purposes of this paragraph. (2) Regulations under subsection (1)(c) are subject to affirmative resolution procedure. (3) In this section “public authority” includes any person or body having functions of a public nature. (1110G) (1) Except as provided by subsection (2), the disclosure of information under section 1110E or 1110F does not breach— (a) any obligation of confidence owed by the person making the disclosure, or (b) any other restriction on the disclosure of information (however imposed). (2) Sections 1110E and 1110F do not authorise a disclosure of information if the disclosure would contravene the data protection legislation (but in determining whether a disclosure would do so, take into account the powers conferred by those sections). (3) HMRC information may not be disclosed by the registrar under section 1110F without authorisation from HMRC. (4) If the registrar discloses HMRC information under section 1110F, the information must not be disclosed by the recipient, or by any person obtaining the information directly or indirectly from them, without authorisation from HMRC. (5) It is an offence for a person to disclose, in contravention of subsection (3) or (4), any revenue and customs information relating to a person whose identity— (a) is specified in the disclosure, or (b) can be deduced from it. (6) It is a defence for a person charged with an offence under subsection (5) to prove that the person reasonably believed— (a) that the disclosure was lawful, or (b) that the information had already lawfully been made available to the public. (7) Subsections (4) to (7) of section 19 of the Commissioners for Revenue and Customs Act 2005 apply to an offence under subsection (5) as they apply to an offence under that section. (8) In this section— - “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act); - “HMRC” means the Commissioners for His Majesty’s Revenue and Customs; - “HMRC information” means information disclosed to the registrar under section 1110E by HMRC or a person acting on behalf of HMRC; - “revenue and customs information relating to a person” has the meaning given by section 19(2) of the Commissioners for Revenue and Customs Act 2005.

• (5) In section 1114 (application of provisions about documents and delivery), in subsection (1)(b), at the end insert “(but do not include the provision of any information by virtue of section 1110E or any other enactment authorising the disclosure of information to the registrar)”.

• (6) Schedule 3 contains consequential amendments.

Use or disclosure of directors’ address information by companies

95

In section 241 of the Companies Act 2006 (protected information: restriction on use or disclosure by company), after subsection (2) insert—

(3) If a company uses or discloses information in contravention of subsection (1), an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (4) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

Use or disclosure of PSC information by companies

96

• (1) The Companies Act 2006 is amended as follows.

• (2) For section 790ZG substitute—

(790ZG) (1) The Secretary of State may by regulations— (a) require a company to refrain from using, or refrain from disclosing, relevant PSC particulars except in circumstances specified in the regulations; (b) confer power on the registrar, on application, to make an order requiring a company to refrain from using, or refrain from disclosing, relevant PSC particulars except in circumstances specified in the regulations. (2) “Relevant PSC particulars” means such particulars of a person with significant control over the company as may be prescribed. (3) The reference in subsection (2) to a person with significant control over the company— (a) includes a person who used to be such a person, but (b) does not include any person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual. (4) Regulations under subsection (1)(b) may make provision as to— (a) who may make an application; (b) the grounds on which an application may be made; (c) the information to be included in and documents to accompany an application; (d) how an application is to be determined; (e) the notice to be given of an application and its outcome; (f) the duration of and procedures for revoking the restrictions on use and disclosure. (5) Provision under subsection (4) may in particular— (a) confer a discretion on the registrar; (b) provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions. (6) Regulations under this section are subject to affirmative resolution procedure. (7) Nothing in this section or in regulations made under it affects the use or disclosure of particulars of a person in any other capacity (for example, the use or disclosure of particulars of a person in that person‘s capacity as a member or director of the company). (790ZH) (1) If a company contravenes a restriction on the use or disclosure of information imposed by virtue of regulations under subsection 790ZG, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (2) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

• (3) In section 1087 (material not available for public inspection), in subsection (1), for paragraph (bc) substitute—

(bc) any application or other document delivered to the registrar under regulations under section 790ZG (protection of PSC information);

.

Use of directors’ address information by registrar

97

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 242 (protected information: restriction on use or disclosure by registrar)—

• (a) in subsection (3), omit “use or” in each place it occurs;

• (b) in the heading, omit “use or”.

• (3) In section 243 (permitted use or disclosure by registrar)—

• (a) omit subsection (1);

• (b) in the heading, omit “use or”.

Overseas companies

Change of addresses of officers of overseas companies by registrar

98

In section 1046 of the Companies Act 2006 (overseas companies: registration of particulars), after subsection (6) insert—

(6A) Where regulations under this section require an overseas company to deliver to the registrar for registration— (a) a service address for an officer of the company, or (b) the address of the principal office of an officer of the company, the regulations may make provision corresponding or similar to any provision made by section 1097B or 1097C (rectification of register relating to service addresses or principal office addresses) or to provision that may be made by regulations made under that section.

Overseas companies: availability of material for public inspection etc

99

In section 1046 of the Companies Act 2006 (overseas companies: registration of particulars), after subsection (6A) (inserted by section 98 of this Act) insert—

(6B) Regulations under this section may include provision for information delivered to the registrar under the regulations to be withheld from public inspection. (6C) The provision that may be made by regulations under this section includes provision conferring a discretion on the registrar.

Registered addresses of an overseas company

100

• (1) The Companies Act 2006 is amended as follows.

• (2) After section 1048 insert—

(1048A) (1) The Secretary of State may by regulations make provision requiring an overseas company that is required to register particulars under section 1046 to deliver to the registrar for registration— (a) a statement specifying an address in the United Kingdom that is an appropriate address for the company; (b) a statement specifying an appropriate email address for the company. (2) The regulations may include provision— (a) allowing an overseas company to change the address or email address for the time being registered for it under the regulations; (b) requiring an overseas company to ensure that the address or email address for the time being registered for it under the regulations is an appropriate address or appropriate email address. (3) The regulations may include— (a) provision for information contained in a statement specifying an appropriate email address to be withheld from public inspection; (b) provision corresponding or similar to any provision made by section 1097A (rectification of register relating to a company’s registered office) or to provision that may be made by regulations made under that section. (4) In this section— - “appropriate address” has the meaning given by section 86(2); - “appropriate email address” has the meaning given by section 88A(2). (5) Regulations under this section are subject to negative resolution procedure.

• (3) In section 1139 (service of documents on company), for subsections (2) and (3) substitute—

(2) A document may be served on an overseas company whose particulars are registered under section 1046— (a) by leaving it at, or sending it by post to, the company’s registered address, or (b) by leaving it at, or sending it by post to, the registered address of any person resident in the United Kingdom who is authorised to accept service of documents on the company’s behalf. (3) In subsection (2) “registered address”— (a) in relation to the overseas company, means the address for the time being registered for the company under regulations under section 1048A(1)(a); (b) in relation to a person other than the overseas company, means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.

Overseas companies: identity verification of directors

101

After section 1048A of the Companies Act 2006 (inserted by section 100 of this Act) insert—

(1048B) (1) This section applies in relation to an overseas company that is required to register particulars under section 1046. (2) The Secretary of State may by regulations make provision for the purpose of ensuring that each individual who is a director of such a company is an individual whose identity is verified (see section 1110A). (3) The regulations may include provision— (a) requiring the delivery of statements or other information to the registrar; (b) for statements or other information delivered to the registrar under the regulations to be withheld from public inspection; (c) applying section 167M (prohibition on director acting unless ID verified), with or without modifications; (d) applying section 1110C (exemption from identity verification: national security grounds), with or without modifications. (4) Regulations under this section are subject to negative resolution procedure.

General offences and enforcement

General false statement offences

102

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 1059A (scheme of Part 35), in subsection (3), for the entry relating to sections 1112 and 1113 substitute—

• sections 1112, 1112A and 1113 (enforcement).

• (3) For section 1112 substitute—

(1112) (1) It is an offence for a person, without reasonable excuse, to— (a) deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or (b) make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular. (2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence. (3) A person guilty of an offence under this section is liable— (a) on summary conviction in England and Wales, to a fine; (b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale; (c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale. (1112A) (1) It is an offence for a person knowingly to— (a) deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or (b) make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular. (2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence. (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).

• (4) In section 1126 (consents required for certain prosecutions)—

• (a) in subsection (1), for the entry relating to section 1112 substitute—

• section 1112 or 1112A of this Act (false statement offences);

;

• (b) in subsections (2)(a)(iv) and (3)(a)(iv), after “1112” insert “or 1112A”.

False statement offences: national security etc defence

103

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—

• section 1112B (false statement offences: national security etc defence).

• (3) After section 1112A (inserted by section 102 of this Act) insert—

(1112B) (1) A person to whom a certificate is issued by the Secretary of State for the purposes of this section is not liable for the commission of any offence relating to the delivery to the registrar, or the making of a statement, that is misleading, false or deceptive. (2) The Secretary of State may issue a certificate to a person for the purposes of this section only if satisfied that it is necessary for the person to engage in conduct amounting to such an offence— (a) in the interests of national security, or (b) for the purposes of preventing or detecting serious crime. (3) A certificate under this section may be revoked by the Secretary of State at any time. (4) For the purposes of subsection (2)(b)— (a) “crime” means conduct which— (i) constitutes a criminal offence, or (ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and (b) crime is “serious” if— (i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or (ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.

Financial penalties

104

• (1) The Companies Act 2006 is amended as follows.

• (2) In the heading to Part 36 (Offences under the Companies Acts), at the end insert “and financial penalties”.

• (3) After section 1132 insert—

(1132A) (1) The Secretary of State may by regulations make provision conferring power on the registrar to impose a financial penalty on a person if satisfied, beyond reasonable doubt, that the person has engaged in conduct amounting to a relevant offence under this Act. (2) “Relevant offence under this Act” means any offence under this Act other than an offence under a provision contained in— (a) Part 12 (company secretaries); (b) Part 13 (resolutions and meetings); (c) Part 16 (audit). (3) The regulations may include provision— (a) about the procedure to be followed in imposing penalties; (b) about the amount of penalties; (c) for the imposition of interest or additional penalties for late payment; (d) conferring rights of appeal against penalties; (e) about the enforcement of penalties. (4) Provision made under subsection (3)(b) must ensure that the maximum financial penalty that may be imposed does not exceed £10,000. (5) The regulations must provide that— (a) no financial penalty may be imposed under the regulations on a person in respect of conduct amounting to an offence if— (i) proceedings have been brought against the person for that offence in respect of that conduct and the proceedings are ongoing, or (ii) the person has been convicted of that offence in respect of that conduct, and (b) no proceedings may be brought against a person in respect of conduct amounting to an offence if the person has been given a financial penalty under the regulations in respect of that conduct. (6) Amounts recovered by the registrar under the regulations are to be paid into the Consolidated Fund. (7) Regulations under this section are subject to affirmative resolution procedure. (8) In this section “conduct” means an act or omission.

Rectification of addresses and service of documents

Registered office: rectification of register

105

• (1) Section 1097A of the Companies Act 2006 (rectification of register relating to a company’s registered office) is amended as follows.

• (2) For subsection (1) substitute—

(1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address of a company’s registered office if satisfied that it is not an appropriate address within the meaning given by section 86(2). (1A) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.

• (3) Omit subsection (2).

• (4) In subsection (3)—

• (a) after paragraph (b) insert—

(ba) the registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations,

;

• (b) in paragraph (c), for “and of its outcome” substitute “or that the registrar is considering the exercise of powers under the regulations”;

• (c) after paragraph (c) insert—

(ca) the notice to be given of any decision under the regulations,

;

• (d) for paragraph (e) substitute—

(e) how the registrar is to determine whether a company’s registered office is at an appropriate address within the meaning given by section 86(2), including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that an address is an appropriate address,

;

• (e) for paragraph (f) substitute—

(f) the referral by the registrar of any question for determination by the court,

;

• (f) in paragraph (h), at the end insert “(which need not be an appropriate address within the meaning given by section 86(2))”;

• (g) after paragraph (h) insert—

(ha) the period for which a company is permitted to have the default address as its registered office,

;

• (h) for paragraph (i) substitute—

(i) when the change of address takes effect and the consequences of registration of the change (including provision similar or corresponding to section 87(2)).

• (5) Omit subsection (4).

• (6) Before subsection (5) insert—

(4A) Provision made by virtue of subsection (3)(ha) may in particular include— (a) provision creating summary offences punishable with a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale; (b) provision— (i) for the registrar to strike a company’s name off the register if the company does not change the address of its registered office from the default address, and (ii) for the restoration of a company to the register, in such circumstances as may be prescribed, on an application made to the registrar or in pursuance of a court order. (4B) The provision that may be made by virtue of subsection (4A) includes provision applying or writing out, in either case with or without modifications, any provision made by section 1000 or Chapter 3 of Part 31. (4C) Regulations under this section may in particular confer a discretion on the registrar.

• (7) For subsection (6) substitute—

(6) The regulations must confer a right on a company to appeal to the court against any decision to change the address of its registered office under the regulations. (6A) If the regulations enable a person to apply for a company’s registered office to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application.

Rectification of register: service addresses

106

• (1) The Companies Act 2006 is amended as follows.

• (2) After section 1097A insert—

(1097B) (1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change a registered service address of a relevant person if satisfied that the address does not meet the requirements of section 1141(1) and (2). (2) In this section— - “registered service address”, in relation to a relevant person, means the address for the time being shown in the register as the person’s current service address; - “relevant person” means—a director of a company that is not an overseas company,a secretary or one of the joint secretaries of a company that is not an overseas company, ora registrable person or registrable relevant legal entity in relation to a company (within the meanings given by section 790C). (3) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person. (4) The regulations must provide for the change in the address to be effected by the registrar proceeding as if the company had given notice under section 167H, 279H or 790LD of the change. (5) The regulations may make provision as to— (a) who may make an application, (b) the information to be included in and documents to accompany an application, (c) the registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations, (d) the notice to be given of an application or that the registrar is considering the exercise of powers under the regulations, (e) the notice to be given of any decision under the regulations, (f) the period in which objections to an application may be made, (g) how the registrar is to determine whether a registered service address meets the requirements of section 1141(1) and (2), including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the address meets those requirements, (h) the referral by the registrar of any question for determination by the court, (i) the registrar requiring the company to provide an address to be registered as the relevant person’s service address, (j) the nomination by the registrar of an address (a “default address”) to be registered as the relevant person’s service address (which need not meet the requirements of section 1141(1) and (2)), (k) the period for which the default address is permitted to be the relevant person’s registered service address, and (l) when the change of address takes effect and the consequences of registration of the change (including provision similar or corresponding to section 1140(5)). (6) The provision made by virtue of subsection (5)(k) may in particular include provision creating summary offences punishable with a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (7) The regulations must confer a right on the company to appeal to the court against any decision to change the relevant person’s registered service address under the regulations. (8) If the regulations enable a person to apply for a registered service address to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application. (9) On an appeal, the court must direct the registrar to register such address as the relevant person’s registered service address as the court considers appropriate in all the circumstances of the case. (10) The regulations may make further provision about an appeal and in particular— (a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought; (b) further provision about directions by virtue of subsection (9). (11) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations. (12) Regulations under this section may in particular confer a discretion on the registrar. (13) Regulations under this section are subject to affirmative resolution procedure.

• (3) In section 1087 (material not available for public inspection), in subsection (1)(ga)—

• (a) after “1097A” insert “, 1097B”;

• (b) for “company registered office” substitute “registered office, service address”.

Rectification of register: principal office addresses

107

• (1) The Companies Act 2006 is amended as follows.

• (2) After section 1097B (inserted by section 106) insert—

(1097C) (1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address registered as the principal office of a relevant person if satisfied that the address is not in fact their principal office. (2) In this section— - “address registered as the principal office”, in relation to a relevant person, means the address for the time being shown in the register as the address of the person’s current principal office; - “relevant person” means—a director of a company that is not an overseas company,a secretary or one of the joint secretaries of a company that is not an overseas company,a registrable relevant legal entity in relation to a company (within the meaning given by section 790C), ora registrable person in relation to a company (within the meaning given by section 790C) who falls within section 790C(12). (3) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person. (4) The regulations must provide for the change in the address to be effected by the registrar proceeding as if the company had given notice under section 167H, 279H or 790LD of the change. (5) The regulations may make provision as to— (a) who may make an application, (b) the information to be included in and documents to accompany an application, (c) the registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations, (d) the notice to be given of an application or that the registrar is considering the exercise of powers under the regulations, (e) the notice to be given of any decision under the regulations, (f) the period in which objections to an application may be made, (g) how the registrar is to determine whether an address registered as the principal office of a relevant person is in fact the person’s principal office, including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the address meets those requirements, (h) the referral by the registrar of any question for determination by the court, (i) the registrar requiring the company to provide an address to be registered as the principal office of the relevant person, (j) the nomination by the registrar of an address (a “default address”) to be registered as the principal office of the relevant person (which need not be the relevant person’s actual principal office), (k) the period for which the default address is permitted to be the address registered as the principal office of the relevant person, and (l) when the change of address takes effect and the consequences of registration of the change. (6) The provision made by virtue of subsection (5)(k) may in particular include provision creating summary offences punishable with a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (7) The regulations must confer a right on the company to appeal to the court against any decision to change the address registered as the principal office of the relevant person under the regulations. (8) If the regulations enable a person to apply for the address registered as the principal office of a relevant person to be changed, the regulations must also confer a right on the applicant to appeal to the court against a refusal of the application. (9) On an appeal, the court must direct the registrar to register such address as the principal office of the relevant person as the court considers appropriate in all the circumstances of the case. (10) The regulations may make further provision about an appeal and in particular— (a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought; (b) further provision about directions by virtue of subsection (9). (11) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations. (12) Regulations under this section may in particular confer a discretion on the registrar. (13) Regulations under this section are subject to affirmative resolution procedure.

• (3) In section 1087 (material not available for public inspection), in subsection (1)(ga)—

• (a) after “1097B” (inserted by section 106 of this Act) insert “or 1097C”;

• (b) after “service address” (inserted by section 106 of this Act) insert “or principal office address”.

Service of documents on people with significant control

108

In section 1140 of the Companies Act 2006 (service of documents on directors, secretaries and others), in subsection (2), after paragraph (a) insert—

(aa) a person who is a registrable person or a registrable relevant legal entity in relation to a company (within the meanings given by section 790C);

.

PART 2 — Partnerships

CHAPTER 1 — Limited partnerships etc.

Meaning of “limited partnership”

Meaning of “limited partnership”

109

• (1) The Limited Partnerships Act 1907 is amended in accordance with subsections (2) and (3).

• (2) In section 3 (interpretation of terms), in subsection (1) (created by section 110 of this Act), at the appropriate place insert—

• “limited partnership” means a firm that is registered as a limited partnership under this Act (for the only circumstances in which a firm can cease to be registered as a limited partnership under this Act while remaining a firm see section 26 (voluntary deregistration));

.

• (3) Omit section 5 (registration of limited partnership required).

• (4) In section 1099 of the Companies Act 2006 (the registrar’s index of company names), in subsection (3)(a), for “registered in the United Kingdom” substitute “(within the meaning of section 3 of the Limited Partnerships Act 1907)”.

Required information about limited partnerships

Required information about partners

110

• (1) The Limited Partnerships Act 1907 is amended as follows.

• (2) In section 3 (interpretation of terms)—

• (a) the existing text becomes subsection (1);

• (b) in that subsection, at the appropriate places insert—

• “body corporate” has the same meaning as in the Companies Acts (see section 1173 of the Companies Act 2006);”;

;

• “managing officer”—in relation to a company, means a director or shadow director;in relation to a legal entity the affairs of which are managed by some or all of its members, means one of those members;in relation to any other legal entity, means an officer of the entity whose functions correspond to that of a director of a company;”;

;

• “legal entity” means a body corporate or other entity that (in each case) is a legal person under the law by which it is governed;

;

• “service address” has the same meaning as in the Companies Acts (see section 1141(1) and (2) of the Companies Act 2006).

;

• (c) after that subsection insert—

(2) For the purposes of the definition of “managing officer” in subsection (1), “director” and “shadow director” have the same meanings as in the Companies Acts (see sections 250 and 251 of the Companies Act 2006). (3) In this section “the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006.

• (3) In section 4 (definition and constitution of limited partnership), in subsection (4), for “body corporate” substitute “legal entity”.

• (4) In section 8A (application for registration)—

• (a) in subsection (1)(c), after “each” insert “proposed”;

• (b) in subsections (2)(b) and (c), for “name of each” substitute “required information about each proposed”;

• (c) in subsection (2)(d), after “each” insert “proposed”;

• (d) in subsections (3)(a) and (b), for “name of each” substitute “required information about each proposed”;

• (e) after subsection (3) insert—

(3A) For the required information about a proposed general partner or a proposed limited partner see Part 2 of the Schedule.

• (5) Schedule 4 inserts a Schedule into the Limited Partnerships Act 1907 setting out the required information about partners.

Required information about partners: transitional provision

111

• (1) This section applies in relation to a limited partnership that was registered under the Limited Partnerships Act 1907 in pursuance of an application for registration delivered to the registrar before section 110(4) came fully into force.

• (2) The general partners in the limited partnership must, within the transitional period, deliver a statement to the registrar specifying the required information (within the meaning of the Schedule to that Act (inserted by Schedule 4 to this Act)) about each person who—

• (a) is a partner in the limited partnership, and

• (b) became a partner on the registration of the limited partnership.

• (3) If a change in the required information about such a partner occurs before whichever is earlier of—

• (a) the end of the transitional period, and

• (b) the delivery of the statement mentioned in subsection (2),

the general partners in the limited partnership are not required by the provisions mentioned in subsection (4) to give notice to the registrar of the change, unless it is a change to the partner’s name.

• (4) The provisions are—

• (a) section 8S(1) of the Limited Partnerships Act 1907 (inserted by section 122 of this Act), and

• (b) so far as it relates to section 8S(1) of the Limited Partnerships Act 1907, section 10D(2)(a) of that Act (inserted by section 126 of this Act).

• (5) In this section—

• “the registrar” has the same meaning as in the Limited Partnerships Act 1907 (see section 15 of that Act);

• “transitional period” means the period of 6 months beginning when section 110(4) came fully into force.

• (6) Failure by the general partners in a limited partnership to comply with subsection (2) is, in the absence of any evidence to the contrary, to be treated by the registrar as reasonable cause to believe that the limited partnership has been dissolved for the purposes of section 19 of the Limited Partnerships Act 1907 (registrar’s power to confirm dissolution of limited partnership) (inserted by section 141 of this Act).

• (7) Where the registrar proposes to rely on a failure by the general partners in the limited partnership to comply with subsection (2) as grounds for exercising the power in section 19 of the Limited Partnerships Act 1907, subsections (2) to (4) of that section (publication of warning notice) do not apply.

Details about general nature of partnership business

112

In section 8A of the Limited Partnerships Act 1907 (application for registration)—

• (a) after subsection (2) insert—

(2A) The details referred to in subsection (2)(a) about the general nature of the partnership business may be given by reference to one or more categories of any system of classifying business activities prescribed by regulations made by the Secretary of State for the purposes of this section.

;

• (b) after subsection (8) insert—

(9) Regulations under subsection (2A) are subject to the negative resolution procedure.

Registered offices

A limited partnership’s registered office

113

• (1) The Limited Partnerships Act 1907 is amended as follows.

• (2) In section 3 (interpretation of terms)—

• (a) in subsection (1) (created by section 110 of this Act), at the appropriate place insert—

• “authorised corporate service provider” has the same meaning as in the Companies Act 2006 (see section 1098A of that Act);

;

• (b) after subsection (3) (inserted by section 110 of this Act) insert—

(4) Section 1125 of the Companies Act 2006 (meaning of “daily default fine”) applies for the purpose of any provision made by this Act as it applies for the purposes of provisions of the Companies Acts.

• (3) In section 8A (application for registration)—

• (a) in subsection (1), after paragraph (a) insert—

(aa) specify the intended address of the limited partnership’s registered office, which must be an appropriate address within the meaning given by section 8E(2), (ab) specify which of the addresses mentioned in section 8E(2)(c) the intended address is,

;

• (b) after subsection (1) insert—

(1A) An application for registration of a limited partnership which specifies that the intended address of its registered office is an address mentioned in section 8E(2)(c)(iv) must be accompanied by a statement by the authorised corporate service provider confirming that the address is the authorised corporate service provider’s address.

• (4) After section 8D insert—

(8E) (1) The general partners in a limited partnership must ensure that its registered office is at all times at an appropriate address. (2) An address is an “appropriate address” if— (a) in the ordinary course of events— (i) a document addressed to the limited partnership, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the limited partnership, and (ii) the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery, (b) it is in the part of the United Kingdom in which the limited partnership is registered, and (c) it is at least one of the following— (i) the address of the principal place of business of the limited partnership; (ii) the usual residential address of a general partner who is an individual; (iii) the address of the registered or principal office of a general partner that is a legal entity; (iv) an address of an authorised corporate service provider that is acting for the limited partnership. (3) If the general partners fail to comply with this section an offence is committed by each general partner who is in default. (4) But where the general partner is a legal entity, it does not commit an offence as a general partner in default unless one of its managing officers is in default. (5) Where any such offence is committed by a general partner that is a legal entity, or any such offence is by virtue of this subsection committed by a managing officer that is a legal entity, any managing officer of the legal entity also commits the offence if— (a) the managing officer is an individual who is in default, or (b) the managing officer is a legal entity that is in default and one of its managing officers is in default. (6) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (7) A general partner or managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention. (8) Subsection (1) does not apply in relation to a limited partnership during any period for which the address of its registered office is an address nominated by the registrar by virtue of regulations made under section 8G. (8F) (1) The address of a limited partnership’s registered office can be changed by the general partners giving notice to the registrar. (2) The notice must include a statement— (a) that the new address is an appropriate address within the meaning given by section 8E(2), and (b) specifying which of the addresses in section 8E(2)(c) the address is. (3) If the statement under subsection (2)(b) specifies that the address is an address mentioned in section 8E(2)(c)(iv), the notice must be accompanied by a statement by the authorised corporate service provider confirming that the address is the authorised corporate service provider’s address. (4) The change takes effect upon the notice being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the limited partnership at the address previously registered. (8G) (1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address of a limited partnership’s registered office if satisfied that it is not an appropriate address within the meaning given by section 8E(2). (2) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person. (3) The regulations— (a) may include provision corresponding or similar to any provision that may be included in regulations under section 1097A of the Companies Act 2006; (b) must include— (i) provision about appeals corresponding to the provision that must be included in regulations under section 1097A by virtue of subsections (6) and (6A) of that section; (ii) provision corresponding to subsection (7) of that section. (4) The provision that may be made by virtue of subsection (3)(a) that is corresponding or similar to provision that may be made by virtue of section 1097A(4A)(b) and (4B) of the Companies Act 2006 (strike off and restoration) includes provision applying or writing out, with or without modifications, any provision made by section 19 (power to confirm dissolution) or section 20 (administrative revival). (5) Regulations under this section are subject to the affirmative resolution procedure.

A limited partnership’s registered office: transitional provision

114

• (1) This section applies in relation to a limited partnership registered under the Limited Partnerships Act 1907 in pursuance of an application for registration delivered to the registrar before section 113(3) came fully into force.

• (2) The general partners must, within the transitional period, deliver to the registrar a statement specifying—

• (a) the address of its registered office (which must be an appropriate address within the meaning given by section 8E(2) of that Act (inserted by section 113(4) of this Act)), and

• (b) which of the addresses in section 8E(2)(c) of that Act the address is.

• (3) If the statement under subsection (2)(b) specifies that the address is an address mentioned in section 8E(2)(c)(iv) of the Limited Partnerships Act 1907, the notice must be accompanied by a statement by the authorised corporate service provider confirming that the address is the authorised corporate service provider’s address.

• (4) The provisions mentioned in subsection (5) do not apply in respect of the limited partnership until—

• (a) the end of the transitional period, or

• (b) if earlier, the delivery of the statement mentioned in subsection (2).

• (5) Those provisions are—

• (a) section 8E of the Limited Partnerships Act 1907 (inserted by section 113(4) of this Act);

• (b) section 10D(2)(b) of that Act (inserted by section 126 of this Act).

• (6) In this section—

• “the registrar” has the same meaning as in the Limited Partnerships Act 1907 (see section 15 of that Act);

• “transitional period” means the period of 6 months beginning when section 113(3) came fully into force.

• (7) Failure by the general partners in the limited partnership to comply with subsection (2) is, in the absence of any evidence to the contrary, to be treated by the registrar as reasonable cause to believe that the limited partnership has been dissolved for the purposes of section 19 of the Limited Partnerships Act 1907 (registrar’s power to confirm dissolution of limited partnership) (inserted by section 141 of this Act).

• (8) Where the registrar proposes to rely on a failure by the general partners in the limited partnership to comply with subsection (2) as grounds for exercising the power in section 19 of the Limited Partnerships Act 1907, subsections (2) to (4) of that section (publication of warning notice) do not apply.

A limited partnership’s registered office: consequential amendments

115

• (1) Regulation 2 of the Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773) (interpretation) is amended as follows.

• (2) In paragraph (1)—

• (a) at the end of paragraph (a) of the definition of “EEA AIF” insert “(but see paragraph (1A) if the AIF is a limited partnership)”;

• (b) at the end of the definition of “Gibraltar AIF” insert “(but see paragraph (1A) if the AIF is a limited partnership)”;

• (c) at the end of paragraph (b) of the definition of “UK AIF” insert “(but see paragraph (1A) if the AIF is a limited partnership)”;

• (d) at the appropriate places insert—

• “established”: a reference to the place where an AIF is established (however expressed) is, in relation to an AIF that is a limited partnership, a reference to—the country in which the AIF is authorised or registered, orif the AIF is not authorised or registered, the country in which it has its principal place of business;

;

• “limited partnership” means a limited partnership registered under the Limited Partnerships Act 1907;

.

• (3) After paragraph (1) insert—

(1A) In the application of the definition of “EEA AIF”, “Gibraltar AIF” and “UK AIF” to an AIF that is a limited partnership, a reference to the AIF’s registered office is to be read as a reference to its principal place of business.

Registered email addresses

A limited partnership’s registered email address

116

• (1) The Limited Partnerships Act 1907 is amended as follows.

• (2) In section 8A (application for registration), in subsection (1), after paragraph (ab) (inserted by section 113 of this Act) insert—

(ac) specify the intended registered email address of the limited partnership, which must be an appropriate email address within the meaning given by section 8H(2),

.

• (3) After section 8G (inserted by section 113 of this Act) insert—

(8H) (1) The general partners in a limited partnership must ensure that its registered email address is at all times an appropriate email address. (2) An email address is an “appropriate email address” if, in the ordinary course of events, emails sent to it by the registrar would be expected to come to the attention of a person acting on behalf of the limited partnership. (3) If the general partners fail to comply with this section an offence is committed by each general partner who is in default. (4) But where the general partner is a legal entity, it does not commit an offence as a general partner in default unless one of its managing officers is in default. (5) Where any such offence is committed by a general partner that is a legal entity, or any such offence is by virtue of this subsection committed by a managing officer that is a legal entity, any managing officer of the legal entity also commits the offence if— (a) the managing officer is an individual who is in default, or (b) the managing officer is a legal entity that is in default and one of its managing officers is in default. (6) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (7) A general partner or managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention. (8I) (1) A limited partnership’s registered email address can be changed by the general partners giving notice to the registrar. (2) The notice must include a statement that the new address is an appropriate email address within the meaning given by section 8H(2). (3) The change takes effect upon the notice being registered by the registrar.

A limited partnership’s registered email address: transitional provision

117

• (1) This section applies in relation to a limited partnership registered under the Limited Partnerships Act 1907 in pursuance of an application for registration delivered to the registrar before section 116(2) came fully into force.

• (2) The general partners must, within the transitional period, deliver to the registrar a statement specifying its registered email address (which must be an appropriate email address within the meaning given by section 8H(2) of that Act (inserted by section 116(3) of this Act)).

• (3) The provisions mentioned in subsection (4) do not apply in respect of the limited partnership until—

• (a) the end of the transitional period, or

• (b) if earlier, the delivery of the statement mentioned in subsection (2).

• (4) Those provisions are—

• (a) section 8H of the Limited Partnerships Act 1907 (inserted by section 116(3) of this Act);

• (b) section 10D(2)(c) of that Act (inserted by section 126 of this Act).

• (5) In this section—

• “the registrar” has the same meaning as in the Limited Partnerships Act 1907 (see section 15 of that Act);

• “transitional period” means the period of 6 months beginning when section 116(2) came fully into force.

• (6) Failure by the general partners in a limited partnership to comply with subsection (2) is, in the absence of any evidence to the contrary, to be treated by the registrar as reasonable cause to believe that the limited partnership has been dissolved for the purposes of section 19 of the Limited Partnerships Act 1907 (registrar’s power to confirm dissolution of limited partnership) (inserted by section 141 of this Act).

• (7) Where the registrar proposes to rely on a failure by the general partners in the limited partnership to comply with subsection (2) as grounds for exercising the power in section 19 of the Limited Partnerships Act 1907, subsections (2) to (4) of that section (publication of warning notice) do not apply.

The general partners

Restrictions on general partners

118

• (1) The Limited Partnerships Act 1907 is amended as follows.

• (2) In section 8A (application for registration)—