The Legislative Reform (Limited Partnerships) Order 2009

Made: 21st July 2009

Coming into force: 1st October 2009

In accordance with section 17(2) of that Act, the draft has been approved by resolution of each House of Parliament after the expiry of the 40-day period referred to in section 17(2).

Title

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This Order may be cited as the Legislative Reform (Limited Partnerships) Order 2009.

Commencement

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This Order comes into force on 1st October 2009 and applies to limited partnerships for which registration applications are received on or after that day.

Overview

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• (1) This Order makes provision about the registration of limited partnerships under the Limited Partnerships Act 1907[^f00003].

• (2) Articles 4 to 7 of this Order form a series of new sections to be inserted in the 1907 Act in place of section 8 (manner and particulars of registration).

New section 8: Duty to register

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The new section 8 is as follows—

(8) The registrar shall register a limited partnership if an application is made to the registrar in accordance with section 8A.

New section 8A: Application for registration

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The new section 8A is as follows—

(8A) (1) An application for registration must— (a) specify the firm name, complying with section 8B, under which the limited partnership is to be registered, (b) contain the details listed in subsection (2), (c) be signed or otherwise authenticated by or on behalf of each partner, and (d) be made to the registrar for the part of the United Kingdom in which the principal place of business of the limited partnership is to be situated. (2) The required details are— (a) the general nature of the partnership business, (b) the name of each general partner, (c) the name of each limited partner, (d) the amount of the capital contribution of each limited partner (and whether the contribution is paid in cash or in another specified form), (e) the address of the proposed principal place of business of the limited partnership, and (f) the term (if any) for which the limited partnership is to be entered into (beginning with the date of registration).

New section 8B: Name of limited partnership

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The new section 8B is as follows—

(8B) (1) This section sets out conditions which must be satisfied by the firm name of a limited partnership as specified in the application for registration. (2) The name must end with— (a) the words “limited partnership” (upper or lower case, or any combination), or (b) the abbreviation “LP” (upper or lower case, or any combination, with or without punctuation). (3) But if the principal place of business of a limited partnership is to be in Wales, its firm name may end with— (a) the words “partneriaeth cyfyngedig” (upper or lower case, or any combination), or (b) the abbreviation “PC” (upper or lower case, or any combination, with or without punctuation).

New section 8C: Certificate of registration

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The new section 8C is as follows—

(8C) (1) On registering a limited partnership the registrar shall issue a certificate of registration. (2) The certificate must be— (a) signed by the registrar, or (b) authenticated with the registrar’s seal. (3) The certificate must state— (a) the firm name of the limited partnership given in the application for registration, (b) the limited partnership’s registration number, (c) the date of registration, and (d) that the limited partnership is registered as a limited partnership under this Act. (4) The certificate is conclusive evidence that a limited partnership came into existence on the date of registration.

Consequential and incidental provisions

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In section 5 of the Limited Partnerships Act 1907 (registration of limited partnership required) the words from “or in default thereof” to the end cease to have effect.

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Nothing in this Order permits anything to be done under section 17 of the Limited Partnerships Act 1907 (rules) that could not otherwise have been done.

Signed

Ian Lucas — Minister for Business and Regulatory Reform — Department for Business, Innovation and Skills — 21st July 2009

Explanatory note

(This note is not part of the Order)

EXPLANATORY NOTE

This Order is made under section 1 of the Legislative and Regulatory Reform Act 2006 with the aim of removing or reducing burdens that arise from uncertainties about the application of the Limited Partnerships Act 1907.

The principal effect of the Order is to clarify the process for registration of limited partnerships by the registrar of companies. In particular, the certificate of registration will now be conclusive evidence of the existence and registration of a limited partnership, which will come into existence on the date of registration. Sections 4(2) and (3) and 6 of the 1907 Act will continue to state requirements for limited partners (including a requirement for a capital contribution by each limited partner).

Footnotes

[^f00001]: 2006 c.51. Sections 1 and 4 were amended by the Government of Wales Act 2006 (Consequential Modifications and Transitional Provisions) Order 2007 (S.I. 2007/1388), Schedule 1, paragraphs 144 and 145.

[^f00002]: Section 13 was amended by the Government of Wales Act 2006 (Consequential Modifications and Transitional Provisions) Order 2007 (S.I. 2007/1388), Schedule 1, paragraph 147.

[^f00003]: 1907 c.24; section 17 of that Act was amended by the Companies Act 2006 (c.46), Schedule 16.