UK Limited Partnerships and the ECCTA 2023–2026: Key Legal Reforms Explained

Introduction UK Limited Partnerships

The Economic Crime and Corporate Transparency Act (ECCTA) 2023–2026 represents the most significant legislative intervention in the governance of UK limited partnerships (LPs) since the enactment of the Limited Partnerships Act 1907. Enacted against the backdrop of mounting concerns over the misuse of LPs as vehicles for money laundering, tax evasion, and other economic crimes, the ECCTA introduces a comprehensive suite of reforms aimed at enhancing transparency, accountability, and regulatory oversight. Historically, the limited disclosure obligations imposed on LPs rendered them attractive to individuals and entities seeking anonymity and limited liability without equivalent public scrutiny. This opacity undermined the integrity of the UK’s corporate landscape and invited criticism from domestic and international stakeholders concerned with financial crime and regulatory arbitrage.

By aligning the regulatory framework for LPs more closely with the corporate transparency standards enshrined in the Companies Act 2006, the ECCTA seeks to redress these deficiencies. Its provisions introduce mandatory identity verification for key individuals, require the use of authorised corporate service providers (ACSPs) for all filings, impose annual confirmation obligations, and significantly enhance the Registrar of Companies’ enforcement powers. These measures collectively aim to strengthen the integrity of the public register, deter the misuse of LPs, and bolster confidence in the UK’s business environment.

This article analyses the ECCTA from a legal perspective, drawing upon statutory materials, government guidance, and practitioner commentary to offer a detailed exposition of its key provisions, compliance obligations, and policy rationale. It evaluates the likely impact of the reforms on both new and existing LPs, and considers their implications for practitioners tasked with advising clients on formation, administration, and ongoing compliance. Situated within the broader policy agenda of combating economic crime and fostering corporate transparency, the ECCTA constitutes a pivotal development in UK partnership law, demanding careful attention from legal advisers, regulators, and market participants alike.

2. Legislative Overview of the Economic Crime and Corporate Transparency Act 2023–2026

The ECCTA constitutes a comprehensive legislative initiative aimed at reforming the regulatory landscape governing UK business entities, including limited partnerships (LPs). It is one of the most ambitious statutory undertakings in modern UK company and partnership law, reflecting the government’s determination to strengthen the integrity of the corporate framework, prevent the misuse of business structures for illicit purposes, and enhance the transparency of beneficial ownership information.

The Act is multi-dimensional in scope and deliberately designed to be implemented incrementally, with provisions coming into force over the period from 2023 to 2026. This phased implementation reflects the legislative complexity and the need to afford affected entities sufficient time to adapt to the new compliance regime. At its core, the ECCTA amends the Limited Partnerships Act 1907, a statute which, despite its longevity, had become increasingly inadequate to address the risks posed by contemporary economic crime.

The ECCTA should also be understood as part of a broader package of reforms to UK corporate governance and corporate criminal liability, alongside changes to the Companies Act 2006, the Economic Crime (Transparency and Enforcement) Act 2022, and associated guidance and regulations. Collectively, these initiatives aim to deliver a more robust regulatory infrastructure capable of deterring the exploitation of UK entities for money laundering, tax evasion, sanctions circumvention, and other economic crimes.

From a doctrinal perspective, the ECCTA embodies a shift from a largely formalistic and minimal disclosure model for LPs in which registration was a relatively perfunctory process to a substantive and ongoing compliance regime grounded in principles of transparency, accountability, and regulatory oversight. The Act imposes a series of novel obligations on LPs in respect of initial registration, periodic disclosure, mandatory identity verification of key individuals, and annual confirmation of the accuracy of registered information, among others.

The legislative architecture of the ECCTA can be understood along three main axes:

1. Substantive obligations: imposing detailed requirements for registration, disclosure, and verification that mirror, and in some respects exceed, those already imposed on companies;

2. Institutional reforms: significantly enhancing the powers and functions of the Registrar of Companies, including the ability to query filings, reject incomplete or suspicious applications, and strike off non-compliant entities;

3. Enforcement and sanctions: introducing civil and criminal penalties for non-compliance, including substantial fines, deregistration, and, in the case of aggravated breaches, custodial sentences.

   
   

The ECCTA also situates UK partnership law within international regulatory and normative frameworks, aligning with global initiatives such as the Financial Action Task Force (FATF) Recommendations on Transparency and Beneficial Ownership. These reforms reflect the UK’s commitment to international standards of financial integrity and its role in combating cross-border economic crime.

The ECCTA represents not merely a technical amendment to the 1907 Act, but rather a paradigmatic recalibration of the regulatory philosophy underlying UK partnership law. It signals a departure from the historical tolerance of opacity in LPs towards a model premised on proactive disclosure, professional accountability (through the role of Authorised Corporate Service Providers), and regulatory vigilance. This section sets the stage for a detailed analysis of the Act’s individual provisions and their practical implications for limited partnerships in subsequent sections.

3.1. Mandatory Use of Authorised Corporate Service Providers (ACSPs)

A cornerstone of the ECCTA is the introduction of a statutory requirement that all filings in respect of UK limited partnerships (LPs) be made exclusively through an Authorised Corporate Service Provider (ACSP). This reform represents a deliberate recalibration of the registration and reporting process, replacing the previous regime which permitted direct submissions by partners with a model predicated on professional intermediation and regulatory oversight.

An ACSP is defined within the ECCTA as a professional intermediary duly registered with and authorised by the Registrar of Companies, and subject to supervision under the UK’s anti-money laundering (AML) and counter-terrorist financing framework. Typically, ACSPs will be legal, accounting, or corporate services firms already embedded within the regulated sector and accustomed to carrying out customer due diligence (CDD), record-keeping, and reporting obligations under the Money Laundering Regulations 2017 (as amended).

The rationale for mandating the use of ACSPs is twofold. First, it seeks to ensure that filings and notifications submitted to Companies House are prepared and vetted by professionals equipped with the requisite compliance expertise. This mitigates the risk of errors, omissions, and deliberate misrepresentations that were more difficult to detect under the former system of self-certification by partners. Secondly, the involvement of regulated intermediaries introduces an additional layer of scrutiny and accountability into the process, as ACSPs themselves are subject to ongoing AML supervision and may be held liable for failing to adhere to statutory and regulatory standards.

Under the new regime, ACSPs assume responsibility for all statutory interactions with Companies House on behalf of the LP, including but not limited to:

• Initial registration of the LP and its partners;

• Notifications of changes to the registered office, partner information, or other particulars;

• Submission of the annual confirmation statement attesting to the accuracy of information held by Companies House;

• Filing of supporting documentation required for identity verification of relevant individuals.

  
  

It is significant to note that the ECCTA prohibits direct filings by partners themselves, thereby removing a procedural avenue that had historically facilitated the registration of opaque or fictitious partnerships by unscrupulous actors. By centralising all filings through ACSPs, the ECCTA operationalises the policy objective of embedding professional due diligence and AML compliance at the point of entry into the public register.

From a normative perspective, this reform reflects an acknowledgment by the legislature that merely imposing substantive disclosure obligations, without robust mechanisms for their enforcement and verification, would be insufficient to address the systemic risks of economic crime. The mandatory use of ACSPs therefore serves not only as a procedural safeguard but also as an institutional innovation designed to align UK partnership law with international best practices, including those recommended by the Financial Action Task Force (FATF) concerning gatekeepers and beneficial ownership transparency.

For practitioners, the implications of this reform are profound. Partners and advisers must identify and engage a qualified ACSP well in advance of any required filing and should establish a close working relationship to ensure timely and accurate compliance. Furthermore, ACSPs themselves must adapt their internal controls, client onboarding procedures, and training to meet the heightened responsibilities imposed by their statutory role under the ECCTA.

In summary, the introduction of a mandatory ACSP requirement represents a paradigmatic shift in the governance of LPs: it replaces self-administered filings with a regulated, professionalised interface between the business entity and the state, thereby reinforcing both the integrity of the register and the accountability of those who seek to avail themselves of the privileges of limited liability.

3.2. Annual Confirmation Statements

The ECCTA introduces, for the first time, an obligation upon all UK limited partnerships (LPs) to file an annual confirmation statement affirming the accuracy of the information held by Companies House. This requirement represents a significant development in the ongoing governance of LPs, mirroring the regime already established for companies under section 853A of the Companies Act 2006, and extending it to an entity type that had hitherto operated under less stringent transparency obligations.

The confirmation statement mechanism is intended to serve a dual function. First, it ensures that the information on the public register remains current and accurate, thereby enhancing its utility for regulators, counterparties, and other stakeholders who rely upon it. Second, it imposes a continuing compliance burden on LPs, reinforcing the principle that access to the benefits of limited liability and partnership status is contingent upon sustained engagement with regulatory obligations, rather than a one-off registration exercise.

Under the ECCTA framework, the confirmation statement must be submitted annually through an Authorised Corporate Service Provider (ACSP), in line with the broader requirement that all filings be made via such regulated intermediaries. The content of the statement includes a declaration that all required information including the identities and particulars of partners, the registered office and email address, and any persons with significant control remains accurate and complete as of the date of filing. Should any information have changed during the relevant period and not yet been notified, the LP must first file the appropriate updates before making the annual confirmation.

A transitional period of six months is afforded to existing LPs to submit their first annual confirmation statement following the coming into force of the relevant provision. This grace period recognises the practical challenges involved in gathering and verifying the necessary information, particularly for LPs with complex ownership structures or international partners.

The introduction of the annual confirmation statement aligns with a broader policy trend toward dynamic, rather than static, registers of ownership and control. In doing so, it addresses the criticism levelled at the pre-ECCTA regime that LP registers quickly became outdated and unfit for regulatory or investigative purposes. By mandating annual affirmations of accuracy, the ECCTA seeks to transform the register into a living instrument of transparency, capable of reflecting the current reality of LP governance.

For legal practitioners and corporate service providers, the new obligation underscores the importance of robust record-keeping and periodic internal reviews of client information. Advisers should institute compliance calendars to ensure that deadlines for confirmation statements are met and that all underlying data is verified before submission. Failure to comply with this obligation may expose the LP and its partners to enforcement action, including deregistration and loss of limited liability protection.

In summary, the annual confirmation statement represents an important procedural and substantive reform within the ECCTA’s legislative scheme. It reinforces the public character of the register, incentivises continual compliance, and further integrates LP governance into the UK’s evolving transparency framework, thereby aligning LPs more closely with the corporate sector in terms of accountability and disclosure obligations.

3.3. Requirement for a UK Registered Office and Registered Email Address

The ECCTA introduces a statutory obligation for all UK limited partnerships (LPs) to maintain both a registered office within the United Kingdom and a registered email address for communication with the Registrar of Companies. This reform strengthens regulatory oversight by ensuring every LP has a verifiable and accessible point of contact within the jurisdiction.

The registered office must be a legitimate UK address such as the principal place of business, a general partner’s address, or the premises of an Authorised Corporate Service Provider (ACSP). The use of non-compliant addresses, such as unmonitored PO boxes, is expressly prohibited unless approved. Alongside this, LPs must also provide a registered email address (not publicly disclosed) to facilitate timely electronic communication from Companies House.

These requirements aim to prevent the misuse of opaque or fictitious addresses that historically enabled anonymity and evasion. Practitioners should advise clients to select a compliant office and ensure the email address is monitored to avoid missed notices or enforcement action.

In sum, these provisions enhance the Registrar’s ability to maintain contact with LPs and reflect the ECCTA’s broader emphasis on accountability and transparency in partnership governance.

3.4. Enhanced Disclosure of Partner Information

The ECCTA significantly expands the disclosure obligations imposed on UK limited partnerships (LPs) concerning their partners. Both general and limited partners must now provide detailed and up-to-date information to Companies House, ensuring the public register reflects accurate ownership and control.

For individual partners, the required information includes name, nationality, date of birth, service address, and residential address (the latter being protected from public disclosure). For corporate partners, the disclosure must state the entity’s name, legal form, principal office, and service address. Any changes to these particulars must be notified within 14 days, reinforcing the register’s role as a dynamic and reliable source of information.

The enhanced disclosure requirements are designed to deter the use of LPs for illicit purposes by removing avenues for anonymity and ensuring that those exercising control over partnerships are identifiable. Legal advisers should assist clients in collecting and maintaining accurate partner data and establishing procedures to meet the 14-day notification deadline.

In essence, this provision strengthens transparency by imposing substantive disclosure duties and introducing enforceable timelines for keeping the public record current.

3.5. Appointment and Verification of Managing Officers

The ECCTA also introduces a requirement for UK limited partnerships (LPs) to identify and verify a managing officer where a general partner is a corporate entity. This provision ensures there is always a natural person accountable for the partnership’s operations, even when the general partner is itself a company.

Specifically, if the general partner is a body corporate, the LP must name an individual as its managing officer and submit their verified details to Companies House. Where the managing officer is another corporate entity, an individual point of contact must still be designated and verified.

This measure closes a gap in the previous regime, which allowed control to rest with opaque corporate structures that obscured the ultimate decision-makers. By mandating a verifiable individual at the apex of management, the ECCTA enhances traceability and accountability.

Practitioners advising LPs should ensure that an appropriate individual is nominated and that identity verification is completed promptly to meet filing deadlines and avoid regulatory sanction.

3.6. Mandatory Identity Verification for Partners and Controllers

The Act establishes mandatory identity verification for key individuals associated with UK limited partnerships (LPs). This includes all general partners, managing officers of corporate general partners, and persons with significant control (PSCs).

Verification must be completed through an Authorised Corporate Service Provider (ACSP) before the individual’s details can be validly registered or updated with Companies House. This requirement aligns LPs with the verification regime already applicable to company directors and PSCs, reducing the risk of false filings and misuse of LPs by anonymous actors.

The policy objective is clear: to ensure that those controlling or managing LPs are identifiable and subject to regulatory scrutiny. Legal advisers should guide clients through the verification process at the outset and ensure that all relevant individuals comply promptly to avoid delays in registration or enforcement action.

By embedding identity verification into the LP framework, the ECCTA significantly strengthens safeguards against the use of partnerships for economic crime.

4. Compliance and Enforcement under the ECCTA

The Act equips the Registrar of Companies with significantly enhanced powers to ensure compliance and enforce the new obligations imposed on UK limited partnerships (LPs). These powers reflect the Act’s emphasis on active regulatory oversight and deterrence of non-compliance.

4.1. Enhanced Regulatory Powers of Companies House

Companies House is now authorised to query filings, request supporting evidence, and reject submissions that appear inaccurate, incomplete, or suspicious. This marks a departure from the largely passive role it previously played as a repository of information, moving towards a more interventionist approach. The Registrar also has discretion to remove non-compliant LPs from the register, thereby stripping them of their limited liability status and signalling serious regulatory censure.

4.2. Sanctions for Non-Compliance and Misrepresentation

The ECCTA introduces robust penalties for breaches of its provisions. LPs and their partners may face financial penalties for failing to comply with registration, disclosure, verification, or confirmation obligations. More serious breaches including knowingly or recklessly submitting false or misleading information constitute criminal offences, punishable by substantial fines and, in aggravated cases, imprisonment. These sanctions reinforce the importance of accurate, timely, and complete compliance with statutory requirements.

Practitioners should advise clients of the heightened enforcement risk under the ECCTA and assist them in implementing internal controls to monitor deadlines and maintain accurate records. Failure to adhere to the Act’s requirements can result not only in financial and reputational damage but also in loss of limited liability protection for limited partners.

In summary, the ECCTA transforms the compliance landscape for LPs by empowering the Registrar to police the register proactively and by attaching meaningful consequences to breaches. These measures are integral to the Act’s broader objective of deterring misuse of UK LPs and strengthening the integrity of the business register.

5. Scope of Application and Transitional Arrangements

The Act applies comprehensively to all UK limited partnerships (LPs), irrespective of the jurisdiction in which they are registered encompassing partnerships formed in England, Wales, Scotland, and Northern Ireland. Both newly registered LPs and those already on the register are subject to the Act’s provisions, underscoring its universal reach.

For existing LPs, the legislation provides for transitional arrangements to facilitate compliance. Typically, a six-month grace period is afforded from the date on which each relevant provision comes into force, allowing LPs to adjust their practices, update filings, and complete required verifications without immediate penalty. This transitional regime reflects a recognition of the administrative burden that the reforms may impose, particularly on partnerships with complex structures or international partners.

Notwithstanding these transitional measures, LPs should act promptly to bring themselves into alignment with the new requirements. Delay or inaction may expose the partnership and its partners to regulatory scrutiny, enforcement action, and potential loss of limited liability.

For legal practitioners, these transitional provisions offer an important opportunity to advise clients proactively reviewing existing records, identifying gaps in compliance, and establishing systems to meet the statutory deadlines. The transitional period should not be viewed as optional or lenient, but as a finite window to secure full compliance.

In sum, the ECCTA’s scope and transitional arrangements reinforce the legislature’s intent to subject all LPs to enhanced scrutiny while allowing a reasonable period for adjustment. They reflect a balance between the imperative of immediate regulatory reform and the practical realities of implementation.

6. Practical Guidance for Practitioners and LPs

The reforms introduced by the ECCTA impose significant new compliance obligations on UK limited partnerships (LPs) and their advisers. Navigating these changes effectively requires careful planning, diligent record-keeping, and engagement with qualified professionals.

Practitioners should advise clients to take the following key steps:

• Appoint an Authorised Corporate Service Provider (ACSP): As all filings must now be submitted via an ACSP, engaging a competent and regulated provider early is essential to avoid delays and ensure compliance with anti-money laundering (AML) obligations.

• Verify and Maintain Accurate Partner Information: LPs should conduct an internal audit of partner details, ensuring all data is accurate, complete, and capable of verification. Procedures should be put in place to notify Companies House of any changes within the statutory 14-day window.

• Prepare for Annual Confirmation Statements: Practitioners should establish a compliance calendar to monitor filing deadlines and coordinate timely submission of the annual confirmation statement through the ACSP.

• Ensure Identity Verification: All general partners, managing officers, and persons with significant control must undergo identity verification. Advisers should facilitate this process early to avoid last-minute non-compliance.

• Maintain a Compliant Registered Office and Email Address: Clients should select a UK-based office and a monitored email account that meet statutory criteria and allow prompt response to regulatory communications.

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These measures are not merely administrative; they are fundamental to preserving the benefits of limited liability and avoiding sanctions, deregistration, or reputational harm.

For advisers, the ECCTA underscores the importance of proactive client education, risk assessment, and ongoing monitoring. It is no longer sufficient to view registration as a one-time event; compliance under the ECCTA is a continuing obligation that demands vigilance and expertise.

7. Policy Objectives and Rationale behind the Reforms

The Act is underpinned by clear policy objectives that reflect the UK government’s commitment to enhancing the integrity and transparency of its corporate and partnership regimes.

At its core, the ECCTA seeks to address long-standing vulnerabilities in the governance of limited partnerships (LPs), which have historically been exploited for money laundering, tax evasion, and other forms of economic crime. The minimal disclosure requirements and absence of meaningful oversight under the previous regime allowed LPs to operate in relative opacity, undermining trust in the UK’s business environment.

The Act therefore pursues three interrelated goals:

• Enhancing transparency and accountability: by imposing detailed disclosure, verification, and reporting obligations, the ECCTA ensures that those who control or benefit from LPs are identifiable and accountable.

• Deterring and detecting misuse: by empowering Companies House to scrutinise filings, reject dubious applications, and enforce compliance, the Act strengthens the state’s ability to prevent and investigate criminal activity.

• Aligning LP regulation with corporate governance standards: by bringing LPs closer to the disclosure and compliance expectations imposed on companies, the reforms eliminate the regulatory disparity that previously favoured partnerships as vehicles for opacity.

  
  

These objectives also align with the UK’s international commitments under frameworks such as the Financial Action Task Force (FATF) recommendations on transparency and beneficial ownership.

The ECCTA reflects a deliberate shift in legislative philosophy: from a permissive model that prioritised ease of formation to a more balanced approach that safeguards the legitimate use of LPs while curbing their potential for abuse.

8. Implications and Critical Evaluation

The Act carries profound implications for the use, regulation, and perception of UK limited partnerships (LPs). While the reforms enhance the integrity of the register and strengthen the UK’s defences against economic crime, they also introduce significant compliance burdens that merit critical evaluation.

For legitimate businesses, the Act raises administrative and cost considerations. The mandatory use of Authorised Corporate Service Providers (ACSPs), identity verification, and annual reporting obligations impose ongoing responsibilities that may deter some from choosing the LP structure. Smaller partnerships, in particular, may find the compliance costs disproportionately onerous.

However, these measures also confer clear benefits. By enhancing transparency and deterring criminal misuse, the ECCTA helps restore confidence in the LP as a lawful and respectable vehicle for investment and commercial enterprise. It aligns LP governance with international best practices, improving the UK’s reputation as a jurisdiction committed to corporate integrity.

From a regulatory perspective, the shift to a more interventionist model empowers Companies House to enforce compliance proactively. Yet questions remain about whether Companies House is sufficiently resourced to exercise these new powers effectively, and about the potential for overreach or delay in processing legitimate filings.

Practitioners will need to navigate this more demanding regulatory environment carefully, balancing clients’ commercial objectives with the imperative of strict compliance. The ECCTA thus reshapes not only the obligations of LPs but also the advisory role of legal and corporate professionals supporting them.

In sum, the ECCTA represents both a challenge and an opportunity: a challenge in the form of increased scrutiny and administrative burden, and an opportunity to enhance the credibility and sustainability of the LP as a transparent and trusted business structure.

9. Conclusion

The Economic Crime and Corporate Transparency Act 2023–2026 (ECCTA) constitutes a watershed moment in the regulation of UK limited partnerships (LPs). It addresses longstanding deficiencies in the legal framework by introducing robust mechanisms for disclosure, verification, and ongoing compliance, thereby aligning LP governance more closely with corporate standards and international expectations.

While the Act imposes notable administrative burdens and costs, these are justified by the broader policy objectives of enhancing transparency, deterring economic crime, and safeguarding the integrity of the UK’s business environment. The ECCTA represents a deliberate recalibration of the balance between flexibility and accountability in partnership law, moving away from the permissive and opaque model of the past.

For practitioners and clients alike, the Act demands a proactive and informed approach to compliance. Legal advisers play a critical role in ensuring that LPs not only meet the new statutory obligations but also understand the risks of non-compliance, including deregistration, loss of limited liability, and potential criminal liability.

In essence, the ECCTA redefines the regulatory landscape for LPs, signalling the UK’s commitment to maintaining its status as a trusted and transparent jurisdiction for legitimate business, while closing avenues for abuse. It challenges all stakeholders to adapt to a more rigorous, but ultimately more credible, partnership regime.

Frequently Asked Questions

What is an Authorised Corporate Service Provider (ACSP) and why is it required?

An Authorised Corporate Service Provider (ACSP) is a regulated intermediary authorised to submit all statutory filings and conduct identity verification on behalf of a limited partnership (LP). The ECCTA requires the use of an ACSP to ensure that filings are prepared by professionals subject to anti-money laundering (AML) supervision, thereby enhancing the accuracy, integrity, and oversight of information provided to Companies House.

When must the first annual confirmation statement be filed?

Existing LPs are granted a six-month transitional period from the date the relevant provisions of the ECCTA come into force to submit their initial annual confirmation statement. Thereafter, the statement must be filed annually to affirm the accuracy of information held on the public register.

Who is required to undergo identity verification?

The ECCTA mandates identity verification for all general partners, managing officers of corporate general partners, and persons with significant control (PSCs). This requirement ensures that those who control or significantly influence the LP are identifiable and accountable.

What are the consequences of non-compliance?

Failure to comply with the ECCTA may result in deregistration of the LP, loss of limited liability protection for its limited partners, financial penalties, and in cases of deliberate misrepresentation, potential criminal liability, including fines and imprisonment for responsible individuals.

Are registered email addresses publicly disclosed?

No. While LPs are required to maintain a registered email address to facilitate communication with the Registrar, this information is not made available to the public and is used exclusively for official correspondence from Companies House.

Does the ECCTA apply to Scottish Limited Partnerships?

Yes. The ECCTA applies to all LPs registered in the United Kingdom, including Scottish Limited Partnerships (SLPs), ensuring a consistent regulatory framework across all UK jurisdictions.

References and Further Reading

• UK Government Guidance on ECCTA

• Slaughter and May, The Economic Crime and Corporate Transparency Act 2023: Upcoming Reform to Limited Partnerships

• PwC UK, Insights on the Economic Crime and Corporate Transparency Act 2023

• HSF Kramer, Implementing Radical Reforms to Companies House and Corporate Liability

Avinder Laroya is a Senior Consultant Solicitor, Mediator and Arbitrator and conflict coach, she is an expert in International Dispute Resolution. If you enjoyed this article you can subscribe to my newsletter.